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Prospectus MOODYS CORP - 8-15-2012

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                                                                                                                  Filed Pursuant to Rule 424(b)(5)
                                                                                                                      Registration No. 333-168453

This preliminary prospectus supplement and the accompanying prospectus relate to an effective registration statement
under the Securities Act of 1933. The information in this preliminary prospectus supplement and the accompanying
prospectus is not complete and may be changed. This preliminary prospectus supplement and the accompanying
prospectus do not constitute an offer to sell these securities and are not soliciting an offer to buy these securities in any
jurisdiction where an offer or sale is not permitted.

                                        SUBJECT TO COMPLETION, DATED AUGUST 15, 2012

PRELIMINARY PROSPECTUS SUPPLEMENT
(To Prospectus dated August 2, 2010)




                              Moody’s Corporation
                                                                 $
                                                        % Senior Notes due

      We are offering $          aggregate principal amount of our % Senior Notes due                 . The notes will be our senior unsecured
obligations, will rank equally with all of our other unsecured and unsubordinated indebtedness and will not be convertible or exchangeable. We
do not intend to apply for listing of the notes on any securities exchange.

      We will pay interest on the notes semi-annually on           and          of each year, beginning on               , 2013. The notes will
mature on           ,         . We may redeem some or all of the notes at our option from time to time, prior to their maturity at the redemption
price described under the caption “Description of Notes—Optional Redemption” in this prospectus supplement, plus any accrued and unpaid
interest up to, but not including, the redemption date. Notwithstanding the immediately preceding sentence, we may redeem some or all of the
notes from time to time on or after         ,          ( months prior to their maturity), at a redemption price equal to 100% of the principal
amount of the notes to be redeemed, plus any accrued and unpaid interest up to, but not including, the redemption date.

      If we experience a change of control triggering event, each holder of notes may require us to repurchase some or all of its notes at a
purchase price equal to 101% of the aggregate principal amount of the notes repurchased, plus any accrued and unpaid interest up to, but not
including, the repurchase date. See “Description of Notes—Change of Control.”

     Investing in the notes involves risks. You should carefully read and consider the risk factors included in this
prospectus supplement beginning on page S-8 and included in our periodic reports and other information that
we file with the Securities and Exchange Commission before you invest in the notes.


     Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a
criminal offense.



                                                                                                                                  Proceeds,
                                                                                                                                    Before
                                                                         Public                                                   Expenses,
                                                                        Offering                   Underwriting                  to Moody’s
                                                                         Price                       Discount                    Corporation
Per Note                                                                             %                              %                          %
Total                                                             $                            $                             $
     The initial public offering price set forth above does not include accrued interest. Interest on the notes will begin to accrue on August   ,
2012 and must be paid by the purchaser if the notes are delivered after August , 2012.

      The underwriters expect to deliver the notes in book-entry form through the facilities of The Depository Trust Company and its
participants, including Clearstream and Euroclear, on or about August , 2012.



                                                         Joint Book-Running Managers

     BofA Merrill Lynch                                               Citigroup                                      J.P. Morgan
                                                                August     , 2012
Table of Contents

                                                        TABLE OF CONTENTS

                                                         Prospectus Supplement
                                                                                                                                 Page
About This Prospectus Supplement                                                                                                   S-1
Disclosure Regarding Forward-Looking Statements                                                                                    S-2
Incorporation of Certain Documents by Reference                                                                                    S-3
Summary                                                                                                                            S-4
The Offering                                                                                                                       S-5
Risk Factors                                                                                                                       S-8
Ratio of Earnings to Fixed Charges                                                                                                S-11
Use of Proceeds                                                                                                                   S-12
Regulation                                                                                                                        S-13
Description of Notes                                                                                                              S-15
Certain U.S. Federal Income Tax Consequences                                                                                      S-30
Underwriting                                                                                                                      S-33
Validity of Notes                                                                                                                 S-37
Experts                                                                                                                           S-37
Where You Can Find More Information                                                                                               S-37

                                                        Prospectus

                                                                                                                                 Page
About This Prospectus                                                                                                                  ii
Where You Can Find More Information                                                                                                    ii
Incorporation of Certain Documents By Reference                                                                                        ii
Disclosure Regarding Forward-Looking Statements                                                                                       iii
Moody’s Corporation                                                                                                                    1
Risk Factors                                                                                                                           2
Use of Proceeds                                                                                                                        2
Ratio of Earnings to Fixed Charges                                                                                                     3
Description of Debt Securities                                                                                                         4
Plan of Distribution                                                                                                                   7
Legal Matters                                                                                                                          9
Experts                                                                                                                                9



     In this prospectus supplement, except as otherwise indicated, the “Company,” “Moody’s,” “we,” “our,” and “us” refer to Moody’s
Corporation and its subsidiaries.

                                                                     i
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                                                ABOUT THIS PROSPECTUS SUPPLEMENT

      We provide information to you about this offering in two separate documents. The accompanying prospectus provides general
information about us and the debt securities we may offer from time to time. This prospectus supplement describes the specific details
regarding this offering. Additional information is incorporated by reference in this prospectus supplement. If information in this prospectus
supplement is inconsistent with the accompanying prospectus, you should rely on this prospectus supplement.

       You should rely only on the information contained or incorporated by reference in this prospectus supplement, the accompanying
prospectus or any free writing prospectus filed by us with the Securities and Exchange Commission, or the SEC. We have not, and the
underwriters have not, authorized anyone else to provide you with different or additional information. We take no responsibility for, and can
provide no assurance as to the reliability of, any other information that others may give you. We are not, and the underwriters are not, making
an offer to sell these securities in any jurisdiction where the offer and sale is not permitted. You should not assume that the information in this
prospectus supplement, the accompanying prospectus, any free writing prospectus or any document incorporated by reference is accurate as of
any date other than their respective dates. Our business, financial condition, results of operations and prospects may have changed since those
dates.

                                                                        S-1
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                                  DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

       Certain statements contained in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference
herein or therein are forward-looking statements and are based on future expectations, plans and prospects for our business and operations that
involve a number of risks and uncertainties. Such statements involve estimates, projections, goals, forecasts, assumptions and uncertainties that
could cause actual results or outcomes to differ materially from those contemplated, expressed, projected, anticipated or implied in the
forward-looking statements. Those statements appear at various places throughout this prospectus supplement, the accompanying prospectus
and the documents incorporated by reference herein or therein, including in the sections containing the words “believe,” “expect,” “anticipate,”
“intend,” “plan,” “will,” “predict,” “potential,” “continue,” “strategy,” “aspire,” “target,” “forecast,” “project,” “estimate,” “should,” “could,”
“may” and similar expressions or words and variations thereof relating to our views on future events, trends and contingencies. Investors are
cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements and other information speak only
as of the date on the front cover of the applicable document, and we undertake no obligation (nor do we intend) to publicly supplement, update
or revise such statements on a going-forward basis, whether as a result of subsequent developments, changed expectations or otherwise. In
connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we are identifying examples of factors,
risks and uncertainties that could cause actual results to differ, perhaps materially, from those indicated by these forward-looking statements.
Those factors, risks and uncertainties include, but are not limited to:

      • the current world-wide credit market disruptions and economic slowdown, which is affecting and could continue to affect the volume
        of debt and other securities issued in domestic and/or global capital markets;

      • other matters that could affect the volume of debt and other securities issued in domestic and/or global capital markets, including
        credit quality concerns, changes in interest rates and other volatility in the financial markets;

      • the uncertain effectiveness and possible collateral consequences of United States and foreign government initiatives to respond to the
        economic slowdown;

      • concerns in the marketplace affecting our credibility or otherwise affecting market perceptions of the integrity or utility of
        independent agency ratings;

      • the introduction of competing products or technologies by other companies;

      • pricing pressure from competitors and/or customers;

      • the impact of regulation as a nationally recognized statistical rating organization, or an NRSRO, and the potential for new United
        States, state and local legislation and regulations, including provisions in the Dodd-Frank Wall Street Reform and Consumer
        Protection Act, or the Financial Reform Act, and anticipated regulations resulting from that law;

      • the potential for increased competition and regulation in the EU and other foreign jurisdictions;

      • exposure to litigation related to our rating opinions, as well as any other litigation to which we may be subject from time to time;

      • provisions in the Financial Reform Act and potential EU regulations, modifying pleading and liability standards applicable to credit
        rating agencies in a manner adverse to rating agencies;

      • the possible loss of key employees;

      • failures or malfunctions of our operations and infrastructure;

      • the outcome of any review by controlling tax authorities of our global tax planning initiatives;

      • the outcome of those Legacy Tax Matters (as defined in the documents incorporated by reference herein) and legal contingencies that
        relate to us, our predecessors and affiliated companies for which we have assumed portions of the financial responsibility;

                                                                         S-2
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      • our ability to successfully integrate acquired businesses;

      • currency and foreign exchange volatility; and

      • a decline in the demand for credit risk management tools by financial institutions.

      The foregoing factors, risks and uncertainties as well as other risks and uncertainties that could cause Moody’s actual results to differ
materially from those contemplated, expressed, projected, anticipated or implied in the forward-looking statements are described in greater
detail under “Risk Factors” in this prospectus supplement, in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended
December 31, 2011, and in other filings made by us from time to time with the SEC or in materials incorporated herein or therein. Investors are
cautioned that the occurrence of any of these factors, risks and uncertainties may cause our actual results to differ materially from those
contemplated, expressed, projected, anticipated or implied in the forward-looking statements, which could have a material and adverse effect
on our business, results of operations and financial condition. New factors may emerge from time to time, and it is not possible for us to predict
new factors, nor can we assess the potential effect of any new factors on us.

                                   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The SEC allows us to “incorporate by reference” documents we file with the SEC into this prospectus supplement, which means that we
can disclose important information to you by referring you to those documents. The information incorporated by reference is considered part of
this prospectus supplement. Any statement in this prospectus supplement or incorporated by reference into this prospectus supplement shall be
automatically modified or superseded for purposes of this prospectus supplement to the extent that a statement contained herein or in a
subsequently filed document that is incorporated by reference in this prospectus supplement modifies or supersedes such prior statement. Any
statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus
supplement.

     We incorporate by reference into this prospectus supplement the documents listed below and all documents we subsequently file with the
SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, prior to the
completion of the offering of the notes (other than documents or information deemed to have been furnished and not “filed” in accordance with
SEC rules):

      • our Annual Report on Form 10-K for the year ended December 31, 2011 filed on February 27, 2012, including portions of our
        Definitive Proxy Statement on Schedule 14A filed on March 6, 2012, to the extent specifically incorporated by reference into such
        Annual Report on Form 10–K;

      • our Quarterly Reports on Form 10-Q for the periods ended March 31, 2012, filed on May 2, 2012 and June 30, 2012, filed on July 30,
        2012; and

      • our Current Reports on Form 8-K filed on April 20, 2012, April 24, 2012 and July 24, 2012.

      You may request a copy of these filings, at no cost, by writing or telephoning us at:

                                                   Moody’s Corporation
                                                   7 World Trade Center at 250 Greenwich Street
                                                   New York, New York 10007
                                                   Attention: Investor Relations
                                                   Telephone: (212) 553-0300

                                                                       S-3
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                                                                    SUMMARY

      This summary highlights the information contained elsewhere, or incorporated by reference, in this prospectus supplement. Because this
is only a summary, it does not contain all of the information that may be important to you. For a more complete understanding of this offering,
we encourage you to read this entire prospectus supplement, the accompanying prospectus and the documents to which we refer you. You
should read the following summary together with the more detailed information and consolidated financial statements and the notes to those
statements included elsewhere in this prospectus supplement and the accompanying prospectus and incorporated by reference herein.

Moody’s Corporation

      Moody’s is a provider of (i) credit ratings, (ii) credit and economic related research, data and analytical tools, (iii) software solutions and
related risk management services, (iv) quantitative credit risk measures, financial services training and certification services and (v) outsourced
research and analytical services to institutional customers. Moody’s reports in two reportable segments: Moody’s Investors Service, or MIS and
Moody’s Analytics, or MA. The MIS segment consists of all credit rating activity. All of Moody’s other non-rating commercial activities are
included within the MA segment.

      MIS, the credit rating agency, publishes credit ratings on a wide range of debt obligations and the entities that issue such obligations in
markets worldwide, including various corporate and governmental obligations, structured finance securities and commercial paper programs.
Revenue is derived from the originators and issuers of such transactions who use MIS ratings to support the distribution of their debt issues to
investors. MIS provides ratings in more than 110 countries. Ratings are disseminated via press releases to the public through a variety of print
and electronic media, including the Internet and real-time information systems widely used by securities traders and investors. As of
December 31, 2011, MIS had ratings relationships with approximately 11,000 corporate issuers and approximately 22,000 public finance
issuers. Additionally, we have rated and currently monitor ratings on approximately 94,000 structured finance obligations (representing
approximately 14,000 transactions). The aforementioned amounts relating to the number of issuers and transactions represent issuers or
transactions that had an active rating at any point during the year ended December 31, 2011.

      The MA segment develops a wide range of products and services that primarily support financial analysis and risk management activities
of institutional participants in global financial markets. Within its Research, Data and Analytics business, MA distributes research and data
developed by MIS as part of its ratings process, including in-depth research on major debt issuers, industry studies and commentary on topical
credit-related events and also provides economic research as well as data and analytical tools such as quantitative credit risk scores. Within its
enterprise risk solutions business (formerly referred to as its Risk Management Software business), MA provides software solutions as well as
related risk management services. The professional services business provides outsourced research and analytical services and financial
training and certification programs. As of December 31, 2011, MA customers represented more than 4,600 institutions worldwide operating in
approximately 115 countries. During 2011, Moody’s research web site was accessed by over 226,000 individuals including 28,000 client users.

Corporate information

      Our principal executive offices are located at 7 World Trade Center at 250 Greenwich Street, New York, New York 10007, and our
telephone number is (212) 553-0300. Our internet address is www.moodys.com. Information on our website does not constitute part of this
prospectus supplement and should not be relied upon in connection with making any investment decision with respect to the securities offered
by this prospectus supplement.

                                                                        S-4
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                                                              THE OFFERING

     The following is a brief summary of some of the terms of this offering. For a more complete description of the terms of the notes, see
“Description of Notes” herein and “Description of Debt Securities” in the accompanying prospectus.

Issuer                                                Moody’s Corporation

Notes Offered                                         $         million aggregate principal amount of     % Senior Notes due                .

Maturity                                              The notes will mature on          ,         .

Interest                                              Interest will accrue on the notes at the rate of % per year, and will be payable in cash
                                                      semi-annually in arrears on            and           of each year, beginning
                                                      on               , 2013. Interest on the notes will be computed on the basis of a 360-day
                                                      year comprised of twelve 30-day months.

Ranking                                               The notes will be general unsecured obligations of ours and will rank equally with all of
                                                      our existing and future unsubordinated obligations.

                                                      Holders of any of our existing or future secured indebtedness will have claims that are
                                                      prior to your claims as holders of the notes, to the extent of the value of the assets
                                                      securing such indebtedness, in the event of any bankruptcy, liquidation or similar
                                                      proceeding.

                                                      As of June 30, 2012, we had approximately $1.2 billion of senior, unsecured
                                                      indebtedness outstanding ranking equally with the notes, and we had no secured
                                                      indebtedness outstanding.

                                                      As of August 13, 2012, our outstanding borrowings under our five-year senior,
                                                      unsecured term loan facility were $127.5 million.

                                                      The notes will be structurally subordinated to all existing and future obligations of our
                                                      subsidiaries, including claims with respect to trade payables. As of June 30, 2012, our
                                                      subsidiaries had no indebtedness, but they had approximately $1.8 billion of other
                                                      liabilities outstanding (excluding intercompany liabilities).

No Guarantees                                         The notes will not be guaranteed by any of our subsidiaries.

Further Issues                                        We may create and issue further notes ranking equally and ratably in all respects with
                                                      the notes being offered hereby, so that such further notes will be consolidated and form a
                                                      single series with the notes being offered hereby and will have the same terms as to
                                                      status, CUSIP number or otherwise. See “Description of Notes—Further Issues.”

                                                                      S-5
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Optional Redemption                              We may redeem all or a portion of the notes at our option at any time prior to their
                                                 maturity at the “make-whole” redemption price described under “Description of
                                                 Notes—Optional Redemption,” plus accrued and unpaid interest, if any, to, but
                                                 excluding the redemption date.

                                                 Notwithstanding the immediately preceding paragraph, we may redeem all or a portion
                                                 of the notes at our option at any time on or after             ,         ( months prior
                                                 to their maturity), at a redemption price equal to 100% of the principal amount of the
                                                 notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding the
                                                 redemption date.

Certain Covenants                                We will issue the notes under an indenture that will, among other things, limit our ability
                                                 to create liens and enter into sale and leaseback transactions. All of these limitations will
                                                 be subject to a number of important qualifications and exceptions. See “Description of
                                                 Notes.”

Repurchase at the Option of the Holders of the   If we experience a change of control triggering event, each holder of notes may require
 Notes                                           us to repurchase some or all of the notes at a purchase price equal to 101% of the
                                                 aggregate principal amount of the notes repurchased, plus any accrued and unpaid
                                                 interest up to, but not including, the repurchase date. See “Description of
                                                 Notes—Change of Control.”

Use of Proceeds                                  The net proceeds from this offering after deducting the underwriters’ discount and our
                                                 estimated expenses will be approximately $          million. We expect to use the net
                                                 proceeds from this offering for general corporate purposes, which may include
                                                 repayment of debt, as set forth under “Use of Proceeds.”

Book-Entry Form                                  The notes will be issued in the form of one or more fully registered global notes, which
                                                 will be deposited with, or on behalf of, The Depository Trust Company, New York, New
                                                 York, or the Depositary, and registered in the name of Cede & Co., the Depositary’s
                                                 nominee. Beneficial interests in the global notes will be represented through book-entry
                                                 accounts of financial institutions acting on behalf of beneficial owners as direct and
                                                 indirect participants in the Depositary. Investors may elect to hold interests in the global
                                                 notes through either the Depositary (in the United States), or Clearstream Banking
                                                 Luxembourg S.A. or Euroclear Bank S.A./N.V. as operator of the Euroclear System (in
                                                 Europe), if they are participants in those systems, or indirectly through organizations
                                                 that are participants in those systems.

Absence of Public Market                         The notes are new securities for which there is currently no established market.
                                                 Accordingly, we cannot assure you as to the development or liquidity of any market for
                                                 the notes. The

                                                                 S-6
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                    underwriters have advised us that they currently intend to make a market in the notes.
                    However, they are not obligated to do so, and they may discontinue any market making
                    activities with respect to the notes without notice to you or us. We do not intend to apply
                    for listing of the notes on any securities exchange.

Governing Law       The notes and the indenture under which they will be issued will be governed by New
                    York law.

Trustee             Wells Fargo Bank, National Association

Risk Factors        Investing in the notes involves risk. See “Risk Factors” and the other information
                    included in or incorporated by reference in this prospectus supplement for a discussion
                    of factors you should carefully consider before deciding to invest in the notes.

                                   S-7
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                                                                 RISK FACTORS

      An investment in the notes involves significant risks. Before purchasing the notes you should carefully consider and evaluate all of the
information included and incorporated by reference in this prospectus supplement and the accompanying prospectus, including the risk factors
incorporated by reference herein from our Annual Report on Form 10-K for the fiscal year ended December 31, 2011, as updated by annual,
quarterly and other reports and documents we file with the SEC after the date of this prospectus supplement. Our business, results of
operations or financial condition could be adversely affected by any of these risks or by additional risks and uncertainties not currently known
to us or that we currently consider immaterial.

Our level of indebtedness could limit cash flow available for our operations and could adversely affect our ability to service our debt or
obtain additional financing, if necessary.

      As of June 30, 2012, our total debt outstanding was approximately $1.2 billion, which includes the current portion of our long-term debt
of approximately $127.5 million (consisting of outstanding borrowings under our five-year senior, unsecured term loan facility). Our level of
indebtedness could restrict our operations and make it more difficult for us to satisfy our obligations under the notes. For example, our level of
indebtedness could, among other things:

      • limit our ability to obtain additional financing for working capital, capital expenditures and acquisitions or make such financing more
        costly;

      • require us to dedicate all or a substantial portion of our cash flow to service our debt, which will reduce funds available for other
        business purposes, such as capital expenditures, dividends or acquisitions;

      • limit our flexibility in planning for or reacting to changes in the markets in which we compete;

      • place us at a competitive disadvantage relative to our competitors with less indebtedness;

      • render us more vulnerable to general adverse economic and industry conditions; and

      • make it more difficult for us to satisfy our financial obligations, including those relating to the notes.

      In addition, the indenture governing the notes, our existing credit agreements and the terms of the agreements governing our other
outstanding indebtedness contain or will contain financial and other restrictive covenants that will limit our ability to engage in activities that
may be in our long-term best interests. Our failure to comply with those covenants could result in an event of default which, if not cured or
waived, could result in the acceleration of our outstanding indebtedness and cause our debt to become immediately due and payable, including
the notes.

We are a holding company. Our only material source of cash is and will be distributions from our subsidiaries, and the notes are effectively
subordinated to all of the indebtedness and other liabilities of our subsidiaries.

      We are a holding company and substantially all of our operations are conducted through direct and indirect subsidiaries. As a holding
company, we own no significant assets other than our equity in our subsidiaries, and our ability to meet our debt service obligations, including
payments on the notes, will be dependent on dividends and other distributions or payments from our subsidiaries. The ability of our subsidiaries
to pay dividends or make distributions or other payments to us depends upon the availability of cash flow from operations, proceeds from the
sale of assets and/or borrowings, and, in the case of non-wholly owned subsidiaries, our contractual arrangements with other equity holders.

      As of June 30, 2012, our subsidiaries had no indebtedness, but they had approximately $1.8 billion of other liabilities outstanding
(excluding intercompany liabilities). Our right to receive any assets of any of our subsidiaries upon liquidation or reorganization, and, as a
result, the right of the holders of notes to participate in

                                                                        S-8
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those assets, will be effectively subordinated to the claims of that subsidiary’s creditors, including trade and other creditors and preferred
stockholders, if any (except as provided by the limitations on liens covenant). Furthermore, even if we were a creditor of any of our
subsidiaries, our rights as a creditor would be subordinate to any security interest in the assets of our subsidiaries and any indebtedness of our
subsidiaries senior to indebtedness held by us.

The notes will be effectively subordinated to all of our existing and future secured indebtedness.

       The notes will not be secured by any of our assets. As a result, the indebtedness represented by the notes will be effectively subordinated
to any existing and future secured indebtedness we may incur to the extent of the value of the assets securing such indebtedness. The terms of
the indenture will permit us to incur secured debt, subject to some limitations. In the event of any distribution or payment of our assets in any
foreclosure, dissolution, winding up, liquidation or reorganization, or other bankruptcy proceeding, any secured creditors would have a claim to
their collateral superior to that of the notes.

Our ability to service our debt and meet our cash requirements depends on many factors, some of which are beyond our control.

      Our ability to satisfy our obligations will depend on our future operating performance and financial results, which will be subject, in part,
to factors beyond our control, including interest rates and general economic, financial, regulatory and business conditions. If we are unable to
generate sufficient cash flow to service our debt, we may be required to:

      • refinance all or a portion of our debt, including the notes;

      • obtain additional financing;

      • sell some of our assets or operations;

      • reduce or delay capital expenditures and/or acquisitions; or

      • revise or delay our strategic plans.

       If we are required to take any of these actions, it could have a material adverse effect on our business, financial condition and results of
operations. In addition, we cannot assure you that we would be able to take any of these actions, that these actions would enable us to continue
to satisfy our capital requirements or that these actions would be permitted under the terms of our various debt instruments.

Our failure to meet the terms of covenants in our existing debt agreements may result in an event of default.

       Covenants in certain of our existing debt agreements include restrictions on our ability to, among other things, enter into transactions with
affiliates, dispose of assets, incur or create liens and enter into sale and leaseback transactions. In addition, a covenant in certain of our existing
debt agreements limits our ability to consolidate with or merge with any other corporation or convey, transfer or lease substantially all of our
assets. Certain of our existing debt agreements also contain financial covenants that require us to maintain a ratio of total indebtedness to
earnings before interest, taxes, depreciation and amortization, or a Debt/EBITDA ratio, of not more than 4.0 to 1.0 at the end of any fiscal
quarter. At June 30, 2012, our Debt/EBITDA ratio was 1.2. Events beyond our control can affect our ability to meet these covenants.

     If we are unable to meet the terms of our financial covenants, or if we break any of these covenants, a default could occur under one or
more of these debt agreements. A default, if not waived by our lenders, could result in the acceleration of our outstanding indebtedness and
cause our debt to become immediately due and payable. If acceleration occurs, we would not be able to repay our debt and it is unlikely that we
would be able to borrow sufficient funds to refinance our debt. Even if new financing is offered to us, it may not be on terms acceptable to us.

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We may not be able to repurchase the notes upon a change of control.

      Upon a change of control triggering event, as defined under the indenture governing the notes, we are required to offer to repurchase all
of the notes then outstanding at a price equal to 101% of the aggregate principal amount of the notes repurchased, plus accrued interest. In
order to obtain sufficient funds to pay the purchase price of the outstanding notes, we expect that we would have to refinance the notes. We
cannot assure you that we would be able to refinance the notes on reasonable terms, if at all. Our failure to offer to purchase all outstanding
notes or to purchase all validly tendered notes would be an event of default under the indenture governing the notes. Such an event of default
may cause the acceleration of our other indebtedness. Our future indebtedness may also contain restrictions on repayment requirements with
respect to specified events or transactions that constitute a change of control triggering event under the indenture. Please see the section entitled
“Description of Notes—Change of Control.”

We may choose to redeem the notes when prevailing interest rates are relatively low.

      The notes are redeemable at our option, and we may choose to redeem some or all of the notes from time to time, especially when
prevailing interest rates are lower than the rate borne by the notes. If prevailing rates are lower at the time of redemption, you would not be able
to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as the interest rate on the notes being
redeemed. Our redemption right also may adversely affect your ability to sell your notes as the optional redemption date or period approaches.
See “Description of Notes—Optional Redemption.”

There is no current public market for the notes and a market may not develop.

      The notes are a new issue of securities for which there is currently no public trading market. We cannot guarantee:

      • the liquidity of any market that may develop for the notes;

      • your ability to sell the notes; or

      • the price at which you might be able to sell the notes.

      Liquidity of any market for the notes and future trading prices of the notes will depend on many factors, including:

      • prevailing interest rates;

      • our operating results; and

      • the market for similar securities.

      The underwriters have advised us that they currently intend to make a market in the notes, but they are not obligated to do so and may
cease any market making at any time without notice. We do not intend to apply for listing of the notes on any securities exchange. As a result,
it may be difficult for you to find a buyer for the notes at the time you want to sell them and, even if you find a buyer, you might not receive the
price you want.

                                                                        S-10
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                                                RATIO OF EARNINGS TO FIXED CHARGES

      The following table sets forth our consolidated ratio of earnings to fixed charges for the periods indicated.
                                                                Six months
                                                              ended June 30,
                                                                   2012                              Year ended December 31,
                                                                                    2011         2010          2009            2008       2007
Ratio of earnings to fixed charges(1)                                   13.5          9.2          9.4           10.2           8.6        14.2

(1)   For the purpose of calculating the ratio of earnings to fixed charges, earnings represent income before income taxes and non-controlling
      interests plus fixed charges and amortization of capitalized interest expense, less capitalized interest. Fixed charges are the sum of
      interest on borrowings and one-third of rental expense, which represents our estimate of the interest component of rental expense.
      Additionally, fixed charges include interest expense (income), net related to unrecognized tax benefits and other tax-related liabilities. As
      of the date of this prospectus supplement, we had no preferred stock outstanding.

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                                                             USE OF PROCEEDS

     We estimate that we will receive net proceeds from this offering of approximately $         million, after deducting underwriting
discounts and estimated expenses of the offering payable by us. We expect to use the net proceeds from this offering for general corporate
purposes, including:

      • redemption and repayment of short-term or long-term borrowings, which may include repayment of up to $               million of
        borrowings under our five-year senior, unsecured term loan facility;

      • working capital;

      • capital expenditures;

      • acquisitions of or investments in businesses or assets; and

      • purchases of our common stock under our authorized stock repurchase program.

      As of August 13, 2012, the weighted average interest rate on the term loan facility borrowings which may be repaid was 1.71%, and our
outstanding borrowings under the term loan facility were $127.5 million. Our term loan facility matures on May 7, 2013. Affiliates of certain of
the underwriters in this offering are lenders under our term loan facility and may receive a portion of the net proceeds from this offering. See
“Underwriting” in this prospectus supplement.

      Pending application of the net proceeds from the sale of the notes, we may invest the net proceeds in short-term investments.

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                                                                 REGULATION

      MIS and many of the securities that it rates are subject to extensive regulation in both the U.S. and in other countries (including by state
and local authorities). Thus, existing and proposed laws and regulations can impact our operations and the markets for securities that we rate.
Additional laws and regulations have been adopted but not yet implemented or have been proposed or are being considered. Each of the
existing, adopted, proposed and potential laws and regulations can increase the costs and legal risk associated with the issuance of credit ratings
and may negatively impact our operations or profitability, our ability to compete, or result in changes in the demand for credit ratings, in the
manner in which ratings are utilized and in the manner in we operate.

       In the EU, in 2009, the European Parliament passed a new regulation (“EU Regulation”) that establishes an oversight regime for the
credit rating agency industry in the EU. The framework for the EU Regulation requires the registration, formal regulation and periodic
inspection of credit rating agencies operating in the EU. The EU Regulation also sets out specific requirements for the use of ratings that are
produced outside of the EU and are used for regulatory purposes in the EU. Among these is a requirement for the relevant competent authority
in the EU and the competent authority of the non-EU jurisdiction where that rating has been produced to enter into a cooperation agreement
containing provisions related to the exchange of information and the coordination of supervisory activities. The EU Regulation became fully
effective in September 2010. MIS applied for registration in August 2010 and was granted registration in October 2011. In addition, the
European Securities and Markets Authority, or ESMA, was established in January 2011 and has had direct supervisory responsibility for the
registered credit rating agency industry in the EU since July 2011. In March 2012, ESMA published a report on its supervision of credit rating
agencies, which summarized the results of ESMA’s first examinations of MIS, Fitch Ratings and S&P. ESMA’s report includes a series of
recommendations for enhanced or changed practices among all of the examined credit rating agencies. The report did not publicly link any
specific credit rating agency with respect to particular findings by ESMA. As of the date of its report, ESMA had not determined whether any
of its observations constituted a breach of the provisions of the EU Regulation, ESMA reserved its right to identify specific regulatory breaches
at a later stage.

      The regulatory framework of the credit rating agency industry continues to be discussed in the EU.

      In November 2011, the European Commission issued proposed amendments to its existing regulations. If enacted as proposed, the revised
regulations, among other things, would:

      • impose various additional procedural requirements with respect to ratings of sovereign issuers;

      • require member states to adopt laws imposing liability on credit rating agencies for an intentional or grossly negligent failure to abide
        by the applicable regulations;

      • potentially impose a greater burden of proof on credit rating agencies accused of failing to abide by applicable regulations;

      • impose mandatory rotation requirements on credit rating agencies hired by issuers of securities, thereby limiting the number of years a
        credit rating agency can issue ratings for securities of a particular issuer;

      • enhance ESMA’s role in reviewing rating methodologies;

      • impose additional procedural and substantive requirements on the pricing of services; and

      • restrict a credit rating agency from rating any issuer or security held by any entity that owns, directly or indirectly, 10% or more of the
        credit rating agency.

       The proposal is now under discussion by both the European Parliament and The Council of the European Union. Both bodies have
concluded their debates and have introduced amendments to the text. The next stage of the legislative process is generally referred to as the
“trialogues”, during which the Parliament, Council and

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Commission must confer and agree on a final compromise text. We anticipate this process to conclude by year-end 2012, during which time we
will continue to consult with relevant authorities and market participants as to the impact of the specific proposals on the financial markets,
issuers and investors.

       Other legislation and regulation relating to credit rating and research services is being considered by local, national and multinational
bodies and this type of activity is likely to continue in the future. In addition, in certain countries, governments may provide financial or other
support to locally-based rating agencies. For example, governments may from time to time establish official rating agencies or credit ratings
criteria or procedures for evaluating local issuers. If enacted, any such legislation and regulation could change the competitive landscape in
which MIS operates. The legal status of rating agencies has been addressed by courts in various decisions and is likely to be considered and
addressed in legal proceedings from time to time in the future. Management of MIS cannot predict whether these or any other proposals will be
enacted, the outcome of any pending or possible future legal proceedings, or regulatory or legislative actions, or the ultimate impact of any
such matters on our competitive position, financial position or results of operations.

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                                                           DESCRIPTION OF NOTES

     The notes due           offered hereby will be issued under an indenture to be entered into between Moody’s Corporation and Wells
Fargo Bank, National Association, as trustee (the “Trustee”), and a first supplemental indenture thereto (together, the “indenture”). In this
Description of notes, the “Company,” “we,” “us,” “our” and similar words refer to Moody’s Corporation and not to any of its subsidiaries.

      Because this section is a summary, it does not describe every aspect of the notes and the indenture. This summary is subject to, and
qualified in its entirety by reference to, all the provisions of the notes and the indenture, including definitions of certain terms used therein. You
may obtain copies of the notes and the indenture by requesting them from us or the Trustee.

General

      The notes:

      • will be senior unsecured obligations of ours;

      • will rank equally with all of our other senior unsecured indebtedness from time to time outstanding;

      • will be structurally subordinated to all existing and future obligations of our subsidiaries, including claims with respect to trade
        payables;

      • will initially be limited to $        million aggregate principal amount; and

      • will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Principal, Maturity and Interest

      Each note will bear interest at a rate of % per year. Interest will be payable semi-annually in arrears on        and           of each
year, beginning on               , 2013, and will be computed on the basis of a 360-day year of twelve 30-day months. Interest on the notes will
accrue from and including the settlement date and will be paid to holders of record on the         or          immediately before the
respective interest payment date.

    The notes will mature on           ,        . On the maturity date of the notes, the holders will be entitled to receive 100% of the principal
amount of the notes. The notes do not have the benefit of any sinking fund.

      If any interest payment date falls on a day that is not a business day, then payment of interest may be made on the next succeeding
business day and no interest will accrue because of such delayed payment. With respect to the notes, when we use the term “business day” we
mean any day except a Saturday, a Sunday or a day on which banking institutions in the applicable place of payment are authorized or
obligated by law, regulation or executive order to close.

Ranking

      The notes will be general unsecured obligations of ours and will rank equally with all of our existing and future unsubordinated
obligations. As of June 30, 2012, we had approximately $1.2 billion of senior unsecured indebtedness outstanding.

      Holders of any secured indebtedness we may issue will have claims that are prior to your claims as holders of the notes, to the extent of
the value of the assets securing such indebtedness, in the event of any bankruptcy, liquidation or similar proceeding.

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      We conduct our operations through subsidiaries. As a result, distributions or advances from our subsidiaries are a major source of funds
necessary to meet our debt service and other obligations. Contractual provisions, laws or regulations, as well as our subsidiaries’ financial
condition and operating requirements, may limit our ability to obtain cash required to pay our debt service obligations, including payments on
the notes. The notes will be “structurally” subordinated to all obligations of our subsidiaries including claims with respect to trade payables.
This means that in the event of bankruptcy, liquidation or reorganization of any of our subsidiaries, the holders of notes will have no direct
claim to participate in the assets of such subsidiary but may only recover by virtue of our equity interest in our subsidiaries (except to the extent
we have a claim as a creditor of such subsidiary). As a result all existing and future liabilities of our subsidiaries, including trade payables and
claims of lessors under leases, have the right to be satisfied in full prior to our receipt of any payment as any equity owner of our subsidiaries.
As of June 30, 2012, our subsidiaries had no indebtedness, but they had approximately $1.8 billion of other liabilities outstanding (excluding
intercompany liabilities).

Further Issues

      The indenture provides that we may issue debt securities (the “debt securities”) thereunder from time to time in one or more series, and
permits us to establish the terms of each series of debt securities at the time of issuance. The indenture does not limit the aggregate amount of
debt securities that may be issued under the indenture.

       The notes will constitute a separate series of debt securities under the indenture, initially limited to $     million. Under the indenture,
we may, without the consent of the holders of the notes, “reopen” the series and issue additional notes from time to time in the future, provided
that if the additional notes are not fungible, for U.S. federal income tax purposes, with the notes offered hereby the additional notes will have a
separate CUSIP. This means that, in circumstances where the indenture provides for the holders of debt securities of any series to vote or take
any action, any of the outstanding notes as well as any respective additional notes that we may issue by reopening the series, will vote or take
action as a single class.

Optional Redemption

      We may redeem all or a portion of the notes at our option at any time or from time to time as set forth below. We will mail notice to
registered holders of such notes of our intent to redeem at least 30 days and not more than 60 days prior to the date set for redemption. We may
redeem such notes at a redemption price equal to the greater of:

      • 100% of the principal amount plus accrued and unpaid interest to, but excluding, the redemption date; and

      • the sum, as determined by an Independent Investment Banker, of the present values of the remaining scheduled payments of principal
        and interest (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis
        (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus             basis points, plus accrued and
        unpaid interest to, but excluding, the date of redemption.

      Notwithstanding the immediately preceding paragraph, we may redeem all or a portion of the notes at our option at any time on or
after       ,         ( months prior to their maturity), at a redemption price equal to 100% of the principal amount of the notes to be
redeemed, plus accrued and unpaid interest, if any, to, but excluding the redemption date.

     If money sufficient to pay the redemption price of all of the notes (or portions thereof) to be redeemed on the redemption date is
deposited with the Trustee or paying agent on or before the redemption date and certain other conditions are satisfied, then on and after such
redemption date, interest will cease to accrue on such notes (or such portion thereof) called for redemption.

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      “Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a
maturity comparable to the remaining term (“Remaining Life”) of the notes to be redeemed that would be utilized, at the time of selection and
in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining
term of the notes.

      “Comparable Treasury Price” means, with respect to any redemption date, (1) the average of the Reference Treasury Dealer Quotations
for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (2) if the Independent
Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Quotations or, if only one such
Quotation is obtained, such Quotation.

     “Independent Investment Banker” means an independent investment banking institution of national standing appointed by us, which may
be one of the Reference Treasury Dealers.

     “Reference Treasury Dealer” means any primary U.S. government securities dealer in New York City (a “Primary Treasury Dealer”) that
we select. We have selected Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities
LLC and their respective successors as Primary Treasury Dealers.

     “Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as
determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 5:00 p.m.,
New York City time, on the third business day preceding such redemption date.

      “Treasury Rate” means, with respect to any redemption date, (1) the yield, under the heading which represents the average for the
immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication
which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United
States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the
Comparable Treasury Issue (if no maturity is within three months before or after the Remaining Life, yields for the two published maturities
most closely corresponding to the Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or extrapolated
from such yields on a straight line basis, rounding to the nearest month), (2) if the period from the redemption date to the maturity date of the
notes to be redeemed is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant
maturity of one year will be used, or (3) if such release (or any successor release) is not published during the week preceding the calculation
date or does not contain such yields, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue,
calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date. The Treasury Rate shall be calculated on the third business day preceding the redemption date.

      If we elect to redeem less than all of the notes, and such notes are at the time represented by a global note, then the depositary will select
by lot the particular interests to be redeemed. If we elect to redeem less than all of the notes, and any of such notes are not represented by a
global note, then the Trustee will select the particular notes to be redeemed in a manner it deems appropriate and fair (and the depositary will
select by lot the particular interests in any global note to be redeemed).

      We may at any time, and from time to time, purchase the notes at any price or prices in the open market or otherwise.

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Merger, Consolidation or Sale of Assets

      Under the terms of the indenture, we will be permitted to consolidate or merge with another entity or to sell all or substantially all of our
assets to another entity, subject to our meeting all of the following conditions:

      • any successor or purchaser is a corporation, limited liability company, partnership or trust organized under the laws of the United
        States of America, any State or the District of Columbia;

      • immediately following the consolidation, merger, sale or conveyance, the resulting, surviving or transferee entity (if other than us)
        would not be in default in the performance of any covenant in the indenture; and

      • we must deliver a supplemental indenture by which the surviving entity (if other than us) expressly assumes our obligations under the
        indenture.

      In the event that we consolidate or merge with another entity or sell all or substantially all of our assets to another entity, the surviving
entity (if other than us) will be substituted for us under the indenture, and we will be discharged from all of our obligations under the indenture.

      Although there is a limited body of case law interpreting the phrase “all or substantially all,” there is no precise established definition of
the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular
transaction would involve a disposition of “all or substantially all” of our assets. As a result, it may be unclear as to whether the merger,
consolidation or sale of assets covenant would apply to a particular transaction as described above absent a decision by a court of competent
jurisdiction.

Change of Control

      Upon the occurrence of a Change of Control Triggering Event, unless we have exercised our right to redeem the notes as described under
“Optional Redemption” above, the indenture provides that each holder of notes will have the right to require us to purchase all or a portion of
such holder’s notes pursuant to the offer described below (the “Change of Control Offer”), at a purchase price equal to 101% of the principal
amount thereof plus accrued and unpaid interest, if any, to the date of purchase, subject to the rights of holders of notes on the relevant record
date to receive interest due on the relevant interest payment date.

      Within 30 days following the date upon which the Change of Control Triggering Event occurred, or at our option, prior to any Change of
Control but after the public announcement of the pending Change of Control, we will be required to send, by first class mail, a notice to each
holder of notes, with a copy to the trustee, which notice will govern the terms of the Change of Control Offer. Such notice will state, among
other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as
may be required by law (the “Change of Control Payment Date”). The notice, if mailed prior to the date of consummation of the Change of
Control, will state that the Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of
Control Payment Date. Holders of notes electing to have notes purchased pursuant to a Change of Control Offer will be required to surrender
their notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the note completed, to the paying agent at the address
specified in the notice, or transfer their notes to the paying agent by book-entry transfer pursuant to the applicable procedures of the paying
agent, prior to the close of business on the third business day prior to the Change of Control Payment Date.

     We will not be required to make a Change of Control Offer if a third party makes such an offer in the manner, at the times and otherwise
in compliance with the requirements for such an offer made by us and such third party purchases all notes properly tendered and not withdrawn
under its offer.

     Our ability to pay cash to holders of notes upon a repurchase may be limited by our then existing financial resources. See “Risk
Factors—We may not be able to repurchase the notes upon a change of control.”

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      Holders will not be entitled to require us to purchase their notes in the event of a takeover, recapitalization, leveraged buyout or similar
transaction that is not a Change of Control. In addition, holders may not be entitled to require us to purchase their notes in certain
circumstances involving a significant change in the composition of our Board of Directors, including in connection with a proxy contest where
our Board of Directors does not approve a dissident slate of directors but approves them as required by clause (4) of the first paragraph of the
definition of “Change of Control.”

      We will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to
the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control. To the
extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the indenture, we will comply
with the applicable securities laws and regulations and will not be deemed to have breached our obligations under the Change of Control
provisions of the indenture by virtue of such compliance.

      “Change of Control” means the occurrence of any one of the following:

      1)     the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or
             a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole to any
             “person” (as that term is used in Section 13(d)(3) of the Exchange Act) other than to the Company or one of its Subsidiaries;

      2)     the consummation of any transaction (including without limitation, any merger or consolidation) the result of which is that any
             “person” (as that term is used in Section 13(d)(3) of the Exchange Act) becomes the “beneficial owner” (as defined in Rules 13d-3
             and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the outstanding Voting Stock of the Company,
             measured by voting power rather than number of shares;

      3)     the Company consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, the
             Company, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Company or such other
             Person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of the
             Voting Stock of the Company outstanding immediately prior to such transaction constitute, or are converted into or exchanged for,
             a majority of the Voting Stock of the surviving Person immediately after giving effect to such transaction;

      4)     the first day on which the majority of the members of the board of directors of the Company cease to be Continuing Directors; or

      5)     the adoption of a plan relating to the liquidation or dissolution of the Company.

       Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control under clause (2) above if (i) we become a
direct or indirect wholly-owned subsidiary of a holding company and (ii) (A) the direct or indirect holders of the Voting Stock of such holding
company immediately following that transaction are substantially the same as the holders of our Voting Stock immediately prior to that
transaction or (B) immediately following that transaction no person (other than a holding company satisfying the requirements of this sentence)
is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company.

      “Change of Control Triggering Event” means the notes cease to be rated Investment Grade by S&P or, if S&P and another “nationally
recognized statistical rating organization” (as defined in Rule 15c3-1(c)(2)(vi)(F) of the Exchange Act) shall provide a rating of the notes, by
S&P and any such other rating organization, on any date during the period (the “Trigger Period”) commencing 60 days prior to the first public
announcement by the Company of any Change of Control (or pending Change of Control) and ending 60 days following consummation of such
Change of Control (which Trigger Period will be extended following consummation of a Change of Control for so long as S&P or such other
rating organization shall have publicly announced that it is considering

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a possible ratings change). Notwithstanding the foregoing, no Change of Control Triggering Event will be deemed to have occurred in
connection with any particular Change of Control unless and until such Change of Control has actually been consummated.

      “Continuing Director” means, as of any date of determination, any member of the board of directors of the Company who:

      1)     was a member of such board of directors on the date of the indenture; or

      2)     was nominated for election or elected to such board of directors with the approval of a majority of the Continuing Directors who
             were members of such board of directors at the time of such nomination or election.

     “Investment Grade” means a rating of BBB- or better by S&P (or its equivalent under any successor rating category of S&P); and an
equivalent rating of another “nationally recognized statistical rating organization” that shall provide a rating of the notes.

      “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors.

      “Voting Stock” of any specified Person as of any date means the capital stock of such Person that is at the time entitled to vote generally
in the election of the board of directors of such Person.

Limitations on Liens

       We will covenant in the indenture that we will not, and will not permit any Restricted Subsidiary to, create, assume, incur or guarantee
any Indebtedness secured by a mortgage, security interest, pledge, lien, charge or other encumbrance upon any of our or our Restricted
Subsidiaries’ properties or assets (a “Lien”), whether owned on the date of issuance of the notes or thereafter acquired, unless the notes are at
least equally and ratably secured with such secured Indebtedness (together with, if we so determine, any other Indebtedness of or guaranty by
us or such Restricted Subsidiary then existing or thereafter created that is not subordinated to the notes) for so long as such other Indebtedness
is so secured (and any Lien created for the benefit of the holders of the notes and any other debt securities of any series issued pursuant to the
indenture and having the benefit of this covenant shall provide by its terms that such Lien will be automatically released and discharged upon
the release and discharge of the Lien securing such other Indebtedness); provided, however, that the above restrictions shall not apply to the
following (the “Permitted Liens”):

      1)     Liens on property or other assets of any Person existing at the time such Person becomes a Restricted Subsidiary, provided that
             such Lien was not incurred in anticipation of such Person becoming a Restricted Subsidiary;

      2)     Liens on property or other assets existing at the time of acquisition by the Company or any Restricted Subsidiary, provided that
             such Lien was not incurred in anticipation of such acquisition;

      3)     Liens on property or assets to secure any Indebtedness incurred prior to, at the time of, or within 270 days after, the acquisition of
             such property or in the case of real property, the completion of construction, the completion of improvements or the beginning of
             substantial commercial operation of such real property for the purpose of financing all or any part of the purchase price of such real
             property, the construction thereof or the making of improvements thereto;

      4)     Liens in our favor or in favor of a Restricted Subsidiary;

      5)     Liens existing on the date of issuance of the notes;

      6)     Liens on property or other assets of a Person existing at the time the Person is merged into or consolidated with us or any
             Restricted Subsidiary or at the time of a sale, lease or other disposition of

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             the properties of a Person as an entirety or substantially as an entirety to either us or any Restricted Subsidiary, provided that such
             Lien was not incurred in anticipation of the merger or consolidation or sale, lease or other disposition;

      7)     Liens arising in connection with the financing of accounts receivable by us or any Restricted Subsidiary; provided that the
             uncollected amount of account receivables subject at any time to any such financing shall not exceed $150,000,000; and

      8)     extensions, renewals or replacements (or successive extensions, renewals or replacements) in whole or in part of any Lien referred
             to above without increase of the principal of the Indebtedness (plus any premium or fee payable in connection with any such
             extension, renewal or replacement) secured by the Lien; provided, however, that any Permitted Liens shall not extend to or cover
             any property of the Company or that of any Restricted Subsidiary, as the case may be, other than the property specified in the
             foregoing clauses and improvements to this property.

      Notwithstanding the foregoing, the Company and any Restricted Subsidiary may create, assume, incur or guarantee Indebtedness secured
by a Lien without equally and ratably securing the notes; provided, that at the time of such creation, assumption, incurrence or guarantee, after
giving effect thereto and to the retirement of any Indebtedness that is concurrently being retired, the sum of (a) the aggregate amount of all
outstanding Indebtedness secured by Liens other than Permitted Liens, and (b) the Attributable Debt of all our Sale/Leaseback Transactions (as
defined below) permitted by the third paragraph under “Limitation on Sale and Leaseback Transactions” below) does not at such time exceed
5% of Consolidated Total Assets.

Limitations on Sale and Leaseback Transactions

      We will covenant in the indenture that we will not, and will not permit any Restricted Subsidiary to, enter into any arrangement relating
to property now owned or hereafter acquired whereby either we transfer, or any Restricted Subsidiary transfers, such property to a Person and
either we or any Restricted Subsidiary leases it back from such Person (a “Sale/Leaseback Transaction”), unless:

      • we or such Restricted Subsidiary could, at the time of entering into such arrangement, incur Indebtedness secured by a Lien on the
        property involved in the transaction in an amount at least equal to the Attributable Debt with respect to such Sale/Leaseback
        Transaction, without equally and ratably securing the notes as described under “Limitation on Liens” above; or

      • the net proceeds of the Sale/Leaseback Transaction are at least equal to such property’s fair market value, as determined by our Board
        of Directors, and the proceeds are applied within 180 days of the effective date of the Sale/Leaseback Transaction to the repayment of
        senior indebtedness of ours or any Restricted Subsidiary.

       The restrictions set forth above will not apply to a Sale/Leaseback Transaction: (i) entered into prior to the date of issuance of the notes;
(ii) that exists at the time any Person that owns property or assets becomes a Restricted Subsidiary; (iii) between us and a Restricted Subsidiary
or between Restricted Subsidiaries; (iv) involving leases for a period of no longer than three years; or (v) in which the lease for the property or
asset is entered into within 270 days after the date of acquisition, completion of construction or commencement of full operations of such
property or asset, whichever is latest.

      Notwithstanding the restrictions contained above, we and our Restricted Subsidiaries may enter into a Sale/Leaseback Transaction;
provided that at the time of such transaction, after giving effect thereto, the aggregate amount of all Attributable Debt with respect to
Sale/Leaseback Transactions existing at such time that could not have been entered into pursuant to the above restrictions, together with the
aggregate amount of all outstanding Indebtedness secured by Liens as permitted by the last paragraph under the section entitled “Limitation on
Liens” above, does not at such time exceed 5% of Consolidated Total Assets.

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      “Attributable Debt” means an amount equal to the lesser of (a) the fair market value of the property (as determined by our Board of
Directors) or (b) the present value of the total net amount of payments to be made under the lease during its remaining term, discounted at the
interest rate set forth or implicit in the terms of the lease, compounded semi-annually.

     “Consolidated Total Assets” means the total assets of the Company and its consolidated subsidiaries, as set forth on our most recent
consolidated balance sheet, as determined under GAAP.

      “GAAP” means with respect to any computations required or permitted hereunder, generally accepted accounting principles in effect in
the United States as in effect from time to time; provided, however if the Company is required by the SEC to adopt (or is permitted to adopt
and so adopts) a different accounting framework, including but not limited to the International Financial Reporting Standards, “GAAP” shall
mean such new accounting framework as in effect from time to time, including, without limitation, in each case, those accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as approved by a
significant segment of the accounting profession.

      “Indebtedness” means any and all obligations of a Person for money borrowed which, in accordance with GAAP, would be reflected on
the balance sheet of such person as a liability on the date as of which Indebtedness is to be determined.

     “Net Revenue” means, with respect to any Person for any period, the net revenue of such Person and its consolidated subsidiaries,
determined on a consolidated basis in accordance with GAAP for such period.

     “Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust,
unincorporated organization or government or political subdivision thereof.

      “Restricted Subsidiary” means any Subsidiary (a) the Total Assets of which exceed 10% of Consolidated Total Assets as of the end of the
most recently completed fiscal year or (b) the Net Revenue of which exceeds 10% of the Net Revenue of the Company and its consolidated
subsidiaries as of the end of the most recently completed fiscal year.

      “Subsidiary” means, with respect to any Person, any corporation, association, partnership or other business entity of which more than
50% of the total voting power of shares of capital stock or other interests (including partnership interests) entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or
indirectly, by (a) such Person, (b) such Person and one or more Subsidiaries of such Person or (c) one or more Subsidiaries of such Person.

     “Total Assets” means, at any date as to any Person, the total assets of such Person and its consolidated subsidiaries at such date,
determined on a consolidated basis in accordance with GAAP.

SEC Reports

      The indenture provides that any documents or reports that we are required to file with the SEC pursuant to Section 13 or 15(d) of the
Exchange Act must be filed by us with the trustee within 30 days after the same are filed with the SEC. Documents filed by us with the SEC
via the EDGAR system (or any successor thereto) will be deemed to be filed with the trustee as of the time such documents are filed via
EDGAR.

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Events of Default

      Holders of notes will have specified rights if an Event of Default (as defined below) occurs.

      The term “Event of Default” in respect of the notes means any of the following:

      • we do not pay interest on any note within 30 days of its due date;

      • we do not pay the principal of or any premium on any note, when due and payable, at maturity, or upon acceleration or redemption;

      • we remain in breach of a covenant or warranty in respect of the indenture or any note (other than a covenant included in the indenture
        solely for the benefit of debt securities of another series) for 90 days after we receive a written notice of default, which notice must be
        sent by either the Trustee or holders of at least 25% in principal amount of the outstanding notes;

      • we or a Restricted Subsidiary fail to pay the principal of any Indebtedness when due at maturity in an aggregate amount of $50
        million or more, or a default occurs that results in the acceleration of the maturity of our or any of our Restricted Subsidiaries’
        Indebtedness in an aggregate amount of $50 million or more; or

      • we file for bankruptcy, or other events of bankruptcy, insolvency or reorganization specified in the indenture.

      If an Event of Default with respect to the notes has occurred, the Trustee or the holders of at least 25% in principal amount of the notes
may declare the entire unpaid principal amount of (and premium, if any), and all the accrued interest on, such notes to be due and immediately
payable. This is called a declaration of acceleration of maturity. There is no action on the part of the Trustee or any holder of the notes required
for such declaration if the Event of Default is the Company’s bankruptcy, insolvency or reorganization. Holders of a majority in principal
amount of the notes may also waive certain past defaults under the indenture with respect to the notes on behalf of all of the holders of the
notes. A declaration of acceleration of maturity may be canceled, under specified circumstances, by the holders of at least a majority in
principal amount of the notes and the Trustee.

      The Trustee is not required to take any action under the indenture at the request of holders unless the holders offer the Trustee protection
from expenses and liability satisfactory to the Trustee. If an indemnity satisfactory to the Trustee is provided, the holders of a majority in
principal amount of notes may direct the time, method and place of conducting any lawsuit or other formal legal action seeking any remedy
available to the Trustee. The Trustee may refuse to follow those directions in certain circumstances specified in the indenture. No delay or
omission in exercising any right or remedy will be treated as a waiver of the right, remedy or Event of Default.

      Before holders are allowed to bypass the Trustee and bring a lawsuit or other formal legal action or take other steps to enforce their rights
or protect their interests relating to the notes, the following must occur:

      • such holders must give the Trustee written notice that an Event of Default has occurred and remains uncured;

      • holders of at least 25% in principal amount of the notes must make a written request that the Trustee take action because of the default
        and must offer the Trustee indemnity satisfactory to the Trustee against the cost and other liabilities of taking that action; and

      • the Trustee must have failed to take action for 60 days after receipt of the notice and offer of indemnity.

      Holders are, however, entitled at any time to bring a lawsuit for the payment of money due on the notes on or after the due date.

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Modification of the Indenture

     The indenture provides that we and the Trustee may, without the consent of any holders of the debt securities, enter into supplemental
indentures for the purposes, among other things, of:

      • curing ambiguities or inconsistencies in the indenture or making any other provisions with respect to matters or questions arising
        under the indenture;

      • providing for the assumption by a successor corporation of the obligations of the Company under the indenture;

      • adding guarantees with respect to the notes;

      • securing the notes;

      • adding to the covenants of the Company for the benefit of the holders or surrendering any right or power conferred upon the
        Company;

      • adding additional events of default;

      • making any change that does not adversely affect the rights of any holder;

      • changing or eliminating any provisions of the indenture so long as there are no holders entitled to the benefit of the provisions;

      • complying with any requirement of the SEC in connection with the qualification of the indenture under the Trust Indenture Act of
        1939; or

      • conforming the provisions of the indenture and the notes to the “Description of notes” section in this prospectus supplement.

      With specific exceptions, the indenture or the rights of the holders of the notes may be modified by us and the Trustee with the consent of
the holders of a majority in aggregate principal amount of the notes, but no modification may be made without the consent of the holder of each
outstanding note that, among other things, would:

      • extend the maturity of any payment of principal of or any installment of interest on any notes;

      • reduce the principal amount of any note, or the interest thereon, or any premium payable on any note upon redemption thereof;

      • change any place of payment where, or the currency in which, any note or any premium or interest is denominated as payable;

      • change the ranking of the notes;

      • impair the right to sue for the enforcement of any payment on or with respect to any note; or

      • reduce the percentage in principal amount of outstanding notes required to consent to any supplemental indenture, any waiver of
        compliance with provisions of the indenture or specific defaults and their consequences provided for in the indenture, or otherwise
        modify the sections in the indenture relating to these consents.

Defeasance and Covenant Defeasance

       We may elect either (i) to defease and be discharged from any and all obligations with respect to the debt securities of any series (except
as otherwise provided in the indenture) (“defeasance”) or (ii) to be released from our obligations with respect to certain covenants that are
described in the indenture (“covenant defeasance”), upon the deposit with the Trustee, in trust for such purpose, of money and/or government
obligations that through the payment of principal and interest in accordance with their terms will provide money in an amount sufficient, as
certified by a nationally recognized firm of certified public accountants or other appropriate independent financial professional, without
reinvestment, to pay the principal of, premium, if any, and interest on the notes to

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maturity or redemption, as the case may be, and any mandatory sinking fund or analogous senior payments thereon. As a condition to
defeasance or covenant defeasance, we must deliver to the Trustee an opinion of counsel to the effect that the holders of the notes will not
recognize income, gain or loss for United States federal income tax purposes as a result of such defeasance or covenant defeasance and will be
subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such
defeasance or covenant defeasance had not occurred. We may exercise our defeasance option with respect to debt securities notwithstanding
our prior exercise of our covenant defeasance option. If we exercise our defeasance option, payment of the notes may not thereafter be
accelerated because of an Event of Default.

      If we exercise our covenant defeasance option, payment of the notes may not thereafter be accelerated by reference to any covenant from
which we are released as described under clause (ii) of the immediately preceding paragraph. However, if acceleration were to occur for other
reasons, the realizable value at the acceleration date of the money and government obligations in the defeasance trust could be less than the
principal and interest then due on the notes, in that the required deposit in the defeasance trust is based upon scheduled cash flows rather than
market value, which will vary depending upon interest rates and other factors.

The Trustee and Transfer and Paying Agent

      Wells Fargo Bank, National Association, acting through its corporate trust office at 45 Broadway, 14th Floor, New York, NY 10006, is
the Trustee for the notes and is the transfer and paying agent for the notes. Principal and interest will be payable, and the notes will be
transferable, at the office of the paying agent. We may, however, pay interest by check mailed to registered holders of the notes. At the
maturity of the notes, the principal, together with accrued interest thereon, will be payable in immediately available funds upon surrender of
such notes at the office of the Trustee.

      No service charge will be made for any transfer or exchange of the notes, but we may, except in specific cases not involving any transfer,
require payment of a sufficient amount to cover any tax or other governmental charge payable in connection with the transfer or exchange.

      Payments of principal of, any premium on, and any interest on individual notes represented by a global note registered in the name of a
depositary or its nominee will be made to the depositary or its nominee as the registered owner of the global note representing the notes.
Neither we, the Trustee, any paying agent, nor the transfer agent for the notes will have any responsibility or liability for the records relating to
or payments made on account of beneficial ownership interests of the global note for the notes or for maintaining, supervising or reviewing any
records relating to the beneficial ownership interests.

       We expect that the depositary for the notes or its nominee, upon receipt of any payment of principal, premium or interest in respect of a
permanent global note representing the notes, will immediately credit participants’ accounts with payments in amounts proportionate to their
beneficial interests in the principal amount of the global note for the notes as shown on the records of the depositary or its nominee. We also
expect that payments by participants to owners of beneficial interests in the global note held through the participants will be governed by
standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered
in “street name.” The payments will be the responsibility of those participants.

       In specific instances, we or the holders of a majority of the then outstanding principal amount of the notes may remove the Trustee and
appoint a successor Trustee. The Trustee may become the owner or pledgee of the notes with the same rights, subject to conflict of interest
restrictions, it would have if it were not the Trustee. The Trustee and any successor trustee must be eligible to act as trustee under
Section 310(a)(1) of the Trust Indenture Act of 1939 and shall have a combined capital and surplus of at least $50,000,000 and be subject to
examination by federal or state authority. Subject to applicable law relating to conflicts of interest, the Trustee may also serve as trustee under
other indentures relating to securities issued by us or our affiliated companies and may engage in commercial transactions with us and our
affiliated companies.

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Notices

        Notices to holders of debt securities will be given by mail to the addresses of such holders as they appear in the security register.

Title

      We, the Trustee and any agent of ours may treat the registered owner of any debt security as the absolute owner thereof (whether or not
the debt security shall be overdue and notwithstanding any notice to the contrary) for the purpose of making payment and for all other
purposes.

Replacement of Notes

      We will replace any mutilated note at the expense of the holders upon surrender to the Trustee. We will replace notes that become
destroyed, lost or stolen at the expense of the holder upon delivery to the Trustee of satisfactory evidence of the destruction, loss or theft
thereof. In the event of a destroyed, lost or stolen note, an indemnity or security satisfactory to us and the Trustee will be required at the
expense of the holder of the note before a replacement note will be issued.

Governing Law

        The indenture and the notes will be governed by, and construed in accordance with, the laws of the State of New York.

Book-Entry, Delivery and Form

      The notes will be issued in the form of one or more fully registered global notes (each a “global note”) which will be deposited with, or
on behalf of, The Depository Trust Company, New York, New York (the “Depositary”) and registered in the name of Cede & Co., the
Depositary’s nominee. We will not issue notes in certificated form except in certain circumstances. Beneficial interests in the global notes will
be represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants in
the Depositary (the “Depositary Participants”). Investors may elect to hold interests in the global notes through either the Depositary (in the
United States), or Clearstream Banking Luxembourg S.A. (“Clearstream Luxembourg”) or Euroclear Bank S.A./N.V., as operator of the
Euroclear System (“Euroclear”) (in Europe) if they are participants in those systems, or indirectly through organizations that are participants in
those systems. Clearstream Luxembourg and Euroclear will hold interests on behalf of their participants through customers’ securities accounts
in Clearstream Luxembourg’s and Euroclear’s names on the books of their respective depositaries, which in turn will hold such interests in
customers’ securities accounts in the depositaries’ names on the books of the Depositary. At the present time, Citibank, N.A. acts as
U.S. depositary for Clearstream Luxembourg and JPMorgan Chase Bank acts as U.S. depositary for Euroclear (the “U.S. Depositaries”).
Beneficial interests in the global notes will be held in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
Except as set forth below, the global notes may be transferred, in whole but not in part, only to another nominee of the Depositary or to a
successor of the Depositary or its nominee.

       The Depositary has advised us that it is a limited-purpose trust company organized under the New York Banking Law, a “banking
organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the
meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the
Exchange Act. The Depositary holds securities that its participants (“Direct Participants”) deposit with the Depositary. The Depositary also
facilitates the settlement among Direct Participants of securities transactions, such as transfers and pledges, in deposited securities through
electronic computerized book-entry changes in Direct Participants’ accounts, thereby eliminating the need for physical movement of securities
certificates. Direct Participants include securities brokers and dealers (which may include the underwriters), banks, trust companies, clearing

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corporations and certain other organizations. The Depositary is owned by a number of its Direct Participants and by the New York Stock
Exchange, Inc., the American Stock Exchange LLC and the Financial Industry Regulatory Authority. Access to the Depositary’s book-entry
system is also available to others such as securities brokers and dealers, banks and trust companies that clear through or maintain a custodial
relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). The rules applicable to the Depositary and its Direct
and Indirect Participants are on file with the SEC.

      Clearstream Luxembourg has advised us that it is incorporated under the laws of Luxembourg as a professional depositary. Clearstream
Luxembourg holds securities for its participating organizations, known as Clearstream Luxembourg participants, and facilitates the clearance
and settlement of securities transactions between Clearstream Luxembourg participants through electronic book-entry changes in accounts of
Clearstream Luxembourg participants, thereby eliminating the need for physical movement of certificates. Clearstream Luxembourg provides
to Clearstream Luxembourg participants, among other things, services for safekeeping, administration, clearance and settlement of
internationally traded securities and securities lending and borrowing. Clearstream Luxembourg interfaces with domestic markets in several
countries. As a professional depositary, Clearstream Luxembourg is subject to regulation by the Luxembourg Commission for the Supervision
of the Financial Sector, also known as the Commission de Surveillance du Secteur Financier. Clearstream Luxembourg participants are
recognized financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations. Indirect access to Clearstream Luxembourg is also available to others, such as banks, brokers,
dealers and trust companies that clear through, or maintain a custodial relationship with, a Clearstream Luxembourg participant either directly
or indirectly.

     Distributions with respect to the notes held beneficially through Clearstream Luxembourg will be credited to the cash accounts of
Clearstream Luxembourg participants in accordance with its rules and procedures, to the extent received by the U.S. Depositary for
Clearstream Luxembourg.

      Euroclear has advised us that it was created in 1968 to hold securities for its participants, known as Euroclear participants, and to clear
and settle transactions between Euroclear participants and between Euroclear participants and participants of certain other securities
intermediaries through simultaneous electronic book-entry delivery against payment, eliminating the need for physical movement of certificates
and any risk from lack of simultaneous transfers of securities and cash. Euroclear is owned by Euroclear Clearance System Public Limited
Company and operated through a license agreement by Euroclear Bank S.A./N.V., known as the Euroclear operator. The Euroclear operator
provides Euroclear participants, among other things, with safekeeping, administration, clearance and settlement, securities lending and
borrowing and related services. Euroclear participants include banks (including central banks), securities brokers and dealers and other
professional financial intermediaries and may include the underwriters.

      Indirect access to Euroclear is also available to others that clear through or maintain a custodial relationship with a Euroclear participant,
either directly or indirectly.

      The Euroclear operator is regulated and examined by the Belgian Banking and Finance Commission.

      Securities clearance accounts and cash accounts with the Euroclear operator are governed by the Terms and Conditions Governing Use of
Euroclear and the related Operating Procedures of the Euroclear System, and applicable Belgian law, collectively referred to as the terms and
conditions. The terms and conditions govern transfers of securities and cash within Euroclear, withdrawals of securities and cash from
Euroclear, and receipts of payments with respect to securities in Euroclear. All securities in Euroclear are held on a fungible basis without
attribution of specific certificates to specific securities clearance accounts. The Euroclear operator acts under the terms and conditions only on
behalf of Euroclear participants, and has no record of or relationship with persons holding through Euroclear participants.

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     Distributions with respect to notes held beneficially through Euroclear will be credited to the cash accounts of Euroclear participants in
accordance with the terms and conditions, to the extent received by the U.S. Depositary for Euroclear.

       If the Depositary is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by us within
90 days, we will issue the notes in definitive form in exchange for the entire global note representing such notes. In addition, we may at any
time, and in our sole discretion, determine not to have the notes represented by the global note and, in such event, will issue notes in definitive
form in exchange for the global note representing such notes. In any such instance, an owner of a beneficial interest in the global note will be
entitled to physical delivery in definitive form of notes represented by such global note equal in principal amount to such beneficial interest and
to have such notes registered in its name.

      Title to book-entry interests in the notes will pass by book-entry registration of the transfer within the records of Clearstream
Luxembourg, Euroclear or the Depositary, as the case may be, in accordance with their respective procedures. Book-entry interests in the notes
may be transferred within Clearstream Luxembourg and within Euroclear and between Clearstream Luxembourg and Euroclear in accordance
with procedures established for these purposes by Clearstream Luxembourg and Euroclear. Book-entry interests in the notes may be transferred
within the Depositary in accordance with procedures established for this purpose by the Depositary. Transfers of book-entry interests in the
notes among Clearstream Luxembourg and Euroclear and the Depositary may be effected in accordance with procedures established for this
purpose by Clearstream Luxembourg, Euroclear and the Depositary.

Global Clearance and Settlement Procedures

      Initial settlement for the notes will be made in immediately available funds. Secondary market trading between Depositary Participants
will occur in the ordinary way in accordance with the Depositary’s rules and will be settled in immediately available funds using the
Depositary’s Same-Day Funds Settlement System. Secondary market trading between Clearstream Luxembourg participants and Euroclear
participants will occur in the ordinary way in accordance with the applicable rules and operating procedures of Clearstream Luxembourg and
Euroclear and will be settled using the procedures applicable to conventional eurobonds in immediately available funds.

      Cross-market transfers between persons holding directly or indirectly through the Depositary, on the one hand, and directly or indirectly
through Clearstream Luxembourg or Euroclear participants, on the other, will be effected through the Depositary in accordance with the
Depositary’s rules on behalf of the relevant European international clearing system by its U.S. Depositary; however, such cross-market
transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in such system in
accordance with its rules and procedures and within its established deadlines (European time).

      The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to its
U.S. Depositary to take action to effect final settlement on its behalf by delivering or receiving the notes in the Depositary, and making or
receiving payment in accordance with normal procedures for same-day funds settlement applicable to the Depositary. Clearstream Luxembourg
participants and Euroclear participants may not deliver instructions directly to their respective U.S. Depositaries.

      Because of time-zone differences, credits of the notes received in Clearstream Luxembourg or Euroclear as a result of a transaction with a
Depositary Participant will be made during subsequent securities settlement processing and dated the business day following the Depositary
settlement date. Such credits, or any transactions in the notes settled during such processing, will be reported to the relevant Euroclear
participants or Clearstream Luxembourg participants on that business day. Cash received in Clearstream Luxembourg or Euroclear as a result
of sales of notes by or through a Clearstream Luxembourg participant or a Euroclear participant to a

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Depositary Participant will be received with value on the business day of settlement in the Depositary but will be available in the relevant
Clearstream Luxembourg or Euroclear cash account only as of the business day following settlement in the Depositary.

      Although the Depositary, Clearstream Luxembourg and Euroclear have agreed to the foregoing procedures in order to facilitate transfers
of securities among participants of the Depositary, Clearstream Luxembourg and Euroclear, they are under no obligation to perform or continue
to perform such procedures and they may discontinue the procedures at any time.

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                                        CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES

General

      The following is a summary of certain U.S. federal income tax consequences of the purchase, ownership and disposition of the notes by a
holder that acquired such notes at original issuance at the price indicated on the cover of this prospectus supplement. This summary is based
upon the Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury regulations issued thereunder, Internal Revenue Service
(“IRS”) rulings and pronouncements and judicial decisions as in effect on the date hereof, all of which are subject to change or differing
interpretations, possibly with retroactive effect. This summary does not discuss all aspects of U.S. federal income taxation that may be
important to particular investors in light of their individual circumstances or to holders subject to special tax rules, such as financial institutions,
banks, insurance companies, broker-dealers, certain U.S. expatriates, tax-exempt organizations, persons that will hold the notes as a part of a
straddle, hedge, conversion, constructive sale or other integrated transaction for U.S. federal income tax purposes, partnerships (or other entities
or arrangements treated as partnerships for U.S. federal income tax purposes) and partners in such partnerships and U.S. Holders (as defined
below) whose functional currency is not the U.S. dollar. In addition, this summary does not discuss any foreign, state or local tax
considerations. This summary applies only to investors that will hold their notes as “capital assets” within the meaning of Section 1221 of the
Code.

      For purposes of this summary, a “U.S. Holder” is a beneficial owner of a note that is, for U.S. federal income tax purposes, (i) an
individual citizen or resident of the United States, (ii) a corporation created in or organized under the laws of the United States or any state or
political subdivision thereof, (iii) an estate the income of which is subject to U.S federal income tax regardless of its source, or (iv) a trust
(A) the administration of which is subject to the primary supervision of a U.S. court and with respect to which one or more U.S. persons have
the authority to control all substantial decisions of the trust or (B) that has in effect a valid election under applicable U.S. Treasury regulations
to be treated as a U.S. person. A beneficial owner of a note that is not a U.S. Holder or a partnership for U.S. federal income tax purposes is
referred to herein as a “Non-U.S. Holder.”

       We have not sought and will not seek any rulings from the IRS, with respect to the matters discussed below. There can be no assurance
that the IRS will not take a different position concerning the tax consequences of the purchase, ownership or disposition of the notes or that any
such position would not be sustained.

      If a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of
notes, the treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. A
holder of notes that is a partnership and partners in such a partnership should consult their tax advisors about the U.S. federal income tax
consequences of holding and disposing of notes.

     Prospective investors should consult their own tax advisors with regard to the application of the tax consequences discussed
below to their particular situations, as well as the application of any state, local, or foreign income and other tax laws, including gift
and estate tax laws.

U.S. Holders

      Original issue discount . It is expected, and therefore this discussion assumes, that the notes will be issued without original issue
discount for U.S. federal income tax purposes. If, however, the notes’ principal amount exceeds the issue price by more than a de minimis
amount, as determined under applicable U.S. Treasury regulations, a U.S. Holder will be required to include such excess in income as original
issue discount as it accrues, and before the receipt of cash payments attributable to this income, in accordance with a constant-yield method
based on a compounding of interest.

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     Interest . A U.S. Holder must generally include stated interest on a note as ordinary income at the time such interest is received or
accrued, in accordance with such U.S. Holder’s method of accounting for U.S. federal income tax purposes.

      Sale, exchange, retirement or other taxable disposition of notes . Upon a sale, exchange, retirement or other taxable disposition of
notes, a U.S. Holder will generally recognize gain or loss in an amount equal to the difference between the amount of cash and the fair market
value of any property received on the disposition (other than any amount attributable to accrued but unpaid interest, which will be treated as
ordinary income to the extent not previously included in income) and the U.S. Holder’s adjusted tax basis in such notes. A U.S. Holder’s
adjusted tax basis in a note will generally equal the cost of the note to such holder. Any such gain or loss will generally be treated as capital
gain or loss, and will be treated as long-term capital gain or loss if the U.S. Holder’s holding period in the notes exceeds one year at the time of
the disposition. Long-term capital gains of non-corporate taxpayers are subject to reduced rates of taxation. The deductibility of capital losses is
subject to limitations.

      Additional tax on net investment income. For taxable years beginning after December 31, 2012, U.S. persons that are not corporations
will generally be subject to a 3.8% tax (the “Medicare tax”) on the lesser of (1) the U.S. person’s “net investment income” for the taxable year
and (2) the excess of the U.S. person’s modified adjusted gross income for the taxable year over a certain threshold. A U.S. Holder’s net
investment income will generally include any income or gain recognized by such holder with respect to the notes, unless such income or gain is
derived in the ordinary course of the conduct of such holder’s trade or business (other than a trade or business that consists of certain passive or
trading activities).

Non-U.S. Holders

      Interest . Subject to the discussion of backup withholding below, payments of interest will be exempt from U.S. federal income, branch
profits and withholding tax, provided that: (i) such Non-U.S. Holder does not own, directly or indirectly, actually or constructively, 10% or
more of the total combined voting power of all classes of our stock entitled to vote, (ii) such Non-U.S. Holder is not a controlled foreign
corporation that is actually or constructively related to us (as provided in the Code), (iii) such interest is not effectively connected with the
conduct by the Non-U.S. Holder of a trade or business within the United States, and (iv) the Non-U.S. Holder certifies, under penalties of
perjury, on IRS Form W-8BEN (or appropriate substitute form) or other applicable form that it is not a U.S. person and provides its name,
address and certain other required information or certain other certification requirements are satisfied.

      If a Non-U.S. Holder cannot satisfy requirements (i), (ii), or (iv) described above, payments of interest will be subject to withholding of
U.S. federal income tax at a 30% rate (or lower applicable treaty rate). In order to claim a lower applicable treaty rate or exemption under a tax
treaty, a Non-U.S. Holder must generally complete IRS Form W-8BEN and claim this reduction or exemption on the form. A Non-U.S. Holder
may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS.

      Income effectively connected with a United States trade or business . If interest on the notes is effectively connected with the conduct
by a Non-U.S. Holder of a trade or business within the United States, and, if required by an applicable treaty, is attributable to a U.S.
“permanent establishment,” such interest will be subject to U.S. federal income tax on a net income basis at the rates applicable to U.S. persons
generally (and, with respect to corporate holders, may also be subject to branch profits tax at a 30% rate or lower applicable treaty rate). If
interest is subject to U.S. federal income tax on a net income basis in accordance with these rules, such payments will not be subject to U.S.
withholding tax, provided the Non-U.S. Holder provides us or our paying agent with a properly executed IRS Form W-8 ECI (or applicable
successor form).

     Sale, exchange, retirement or other taxable disposition of notes . Subject to the discussion below concerning backup withholding and
except with respect to accrued but unpaid interest, which will be taxable as described above under “Interest,” a Non-U.S. Holder will not
generally be subject to U.S. federal income or

                                                                       S-31
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withholding tax on any gain recognized upon the sale, exchange, retirement or other disposition of a note, unless (i) such gain is effectively
connected with the conduct by such Non-U.S. Holder of a trade or business within the United States and, if required by an applicable treaty, is
attributable to a permanent establishment maintained by the Non-U.S. Holder within the United States or (ii) such Non-U.S. Holder is an
individual who has been present in the United States for 183 days or more in the taxable year of disposition, and certain other conditions are
met.

      If gain on the sale, exchange, retirement or other disposition of a note is effectively connected with the conduct by a Non-U.S. Holder of
a trade or business within the United States, and, if required by an applicable treaty, is attributable to a U.S. “permanent establishment,” such
gain will be subject to U.S. federal income tax on a net income basis at the rates applicable to U.S. persons generally (and, with respect to
corporate holders, may also be subject to branch profits tax at a 30% rate or lower applicable treaty rate). If gain is subject to U.S. federal
income tax on a net income basis in accordance with these rules, such payments will not be subject to U.S. withholding tax, provided the
Non-U.S. Holder provides us or our paying agent with a properly executed IRS Form W-8 ECI (or applicable successor form).

Information Reporting and Backup Withholding

      U.S. Holders . Payments of interest on, and the proceeds of the sale or other disposition of, a note are generally subject to information
reporting unless the U.S. Holder is an exempt recipient and appropriately establishes that exemption. Such payments, along with principal
payments on the note, may also be subject to U.S. federal backup withholding at the applicable rate if the recipient of such payment fails to
supply a taxpayer identification number, certified under penalties of perjury, as well as certain other information or otherwise fails to establish
an exemption from backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding
rules will be allowed as a credit against that U.S. Holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided
the required information is timely furnished to the IRS.

     Non-U.S. Holders . Backup withholding and information reporting will not generally apply to payments made by us (including our
paying agents) to a Non-U.S. Holder in respect of the notes if such Non-U.S. Holder furnishes us or our paying agent with appropriate
documentation of such holder’s non-U.S. status or otherwise establishes an exemption. We (or our paying agent) may, however, report
payments of interest on the notes.

      The payment of proceeds from a Non-U.S. Holder’s disposition of notes to or through the U.S. office of any broker, domestic or foreign,
will be subject to information reporting and possibly backup withholding unless such holder certifies as to its non-U.S. status under penalties of
perjury or otherwise establishes an exemption, provided that the broker does not have actual knowledge or reason to know that such holder is a
U.S. person or that the conditions of an exemption are not, in fact, satisfied. The payment of the proceeds from a Non-U.S. Holder’s disposition
of a note to or through a non-U.S. office of either a U.S. broker or a non-U.S. broker that is a “United States-related person” will be subject to
information reporting, but not backup withholding, unless such broker has documentary evidence in its files that such Non-U.S. Holder is not a
U.S. person and the broker has no knowledge to the contrary, or the Non-U.S. Holder otherwise establishes an exemption. Neither information
reporting nor backup withholding will apply to a payment of the proceeds of a Non-U.S. Holder’s disposition of notes by or through a non-U.S.
office of a non-U.S. broker that is not a United States-related person.

     Copies of any information returns filed with the IRS may be made available by the IRS, under the provisions of a specific treaty or
agreement, to the tax authorities of the country in which the Non-U.S. Holder resides.

      Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules from a payment to a Non-U.S.
Holder will be allowed as a credit against the holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided the
required information is timely furnished to the IRS.

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                                                                UNDERWRITING

      We and the underwriters named below have entered into an underwriting agreement with respect to the notes. Citigroup Global Markets
Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated are acting as representatives of the several underwriters. Subject to the terms and
conditions in the underwriting agreement, we have agreed to sell to each underwriter, and each underwriter has severally agreed to purchase
from us, the principal amount of notes that appears opposite its name in the table below:
                                                                                                                        Principal Amount
Underwriter                                                                                                                 of Notes
Citigroup Global Markets Inc.                                                                                 $
Merrill Lynch, Pierce, Fenner & Smith Incorporated
J.P. Morgan Securities LLC
     Total                                                                                                    $


     The underwriting agreement provides that the obligations of the underwriters to purchase the notes included in this offering are subject to
approval of legal matters by counsel and to other conditions. The underwriters have agreed to purchase all of the notes if any of them are
purchased.

      The underwriters initially propose to offer the notes to the public at the public offering price that appears on the cover page of this
prospectus supplement. The underwriters may offer the notes to selected securities dealers at the public offering price minus a concession of up
to % of the principal amount of the notes. In addition, the underwriters may allow, and those selected dealers may reallow, a concession of
up to % of the principal amount to certain other brokers or dealers. After the initial offering, the underwriters may change the public offering
price and any other selling terms. The underwriters may offer and sell notes through certain of their affiliates. The offering of the notes by the
underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.

      In the underwriting agreement, we have agreed that:

      • we will pay our expenses related to the offering, which we estimate will be $           , excluding the underwriting discount; and

      • we will indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act, or contribute to
        payments that the underwriters may be required to make in respect of those liabilities.

     The following table shows the underwriting discount that we will pay to the underwriters in connection with this offering of the notes
(expressed as a percentage of the principal amount of the notes):
                                                                                                                                   Paid by us
Per Note                                                                                                                                           %
     Total                                                                                                                    $

       The notes are a new issue of securities, and there is currently no established trading market. We do not intend to apply for the notes to be
listed on any securities exchange or to arrange for the notes to be quoted on any quotation system. The underwriters have advised us that they
intend to make a market in the notes, but they are not obligated to do so. The underwriters may discontinue any market making in the notes at
any time without notice in their sole discretion. Therefore, we cannot assure you that a liquid trading market will develop for the notes, that you
will be able to sell your notes at a particular time or that the prices that you receive when you sell will be favorable.

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      In connection with this offering of the notes, the underwriters may engage in overallotments, stabilizing transactions and syndicate
covering transactions in accordance with Regulation M under the Exchange Act. Overallotment involves sales in excess of the offering size,
which creates a short position for the underwriters. Stabilizing transactions involve bids to purchase the notes in the open market for the
purpose of pegging, fixing or maintaining the price of the notes, as applicable. Syndicate covering transactions involve purchases of the notes
in the open market after the distribution has been completed in order to cover short positions. Stabilizing transactions and syndicate covering
transactions may cause the price of the notes to be higher than it would otherwise be in the absence of those transactions. If the underwriters
engage in stabilizing or syndicate covering transactions, they may discontinue them at any time.

       The underwriters also may impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the
underwriting discount received by it because the representatives have repurchased notes sold by or for the account of such underwriter in
stabilizing or short covering transactions.

      These activities by the underwriters, as well as other purchases by the underwriters for their own accounts, may stabilize, maintain or
otherwise affect the market price of the notes. As a result, the price of the notes may be higher than the price that otherwise might exist in the
open market. If these activities are commenced, they may be discontinued by the underwriters at any time. These transactions may be effected
in the over-the-counter market or otherwise.

      The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include
securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment,
hedging, financing and brokerage activities. Certain of the underwriters and their affiliates have, from time to time, performed, and may in the
future perform, various financial advisory, commercial banking and investment banking services for us and our affiliates for which they
received, or will receive, customary fees and expenses. Affiliates of certain of the underwriters in this offering are lenders under our revolving
credit facility. In addition, affiliates of certain of the underwriters in this offering are lenders under our term loan facility and may receive a
portion of the net proceeds from this offering used to repay amounts outstanding under such facility.

       In the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array
of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans)
for their own account and for the accounts of their customers, and such investment and securities activities may involve securities and/or
instruments of the issuer. If any of the underwriters or their affiliates have a lending relationship with us, certain of those underwriters or their
affiliates routinely hedge, and certain other of those underwriters or their affiliates may hedge, their credit exposure to us consistent with their
customary risk management policies. Typically, these underwriters and their affiliates would hedge such exposure by entering into transactions
which consist of either the purchase of credit default swaps or the creation of short positions in our securities, including potentially the notes
offered hereby. Any such credit default swaps or short positions could adversely affect future trading prices of the notes offered hereby. The
underwriters and their respective affiliates may also make investment recommendations and/or publish or express independent research views
in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in
such securities and instruments.

      In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant
Member State”), each underwriter has represented and agreed that with effect from and including the date on which the Prospectus Directive is
implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of notes which
are the subject of the offering contemplated by this prospectus supplement to the public in that Relevant Member State except that it may, with
effect from and including the such date, make an offer of notes to the public in that Relevant Member State other than:

      • to legal entity which is a qualified investor as defined in the Prospectus Directive;

      • to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150,
        natural or legal persons (other than qualified investors as defined in the

                                                                        S-34
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         Prospectus Directive) , as permitted under the Prospectus Directive, subject to obtaining the prior consent of the underwriters for any
         such offer; or

      • in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of notes shall require
        the issuer or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus
        pursuant to Article 16 of the Prospectus Directive.

      For the purposes of the above, the expression an “offer of notes to the public” in relation to any notes in any Relevant Member State
means the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to
enable an investor to decide to purchase or subscribe the notes, as the same may be varied in that Relevant Member State by any measure
implementing the Prospectus Directive in that Relevant Member State, the expression “Prospectus Directive” means Directive 2003/71/EC
(and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), of the
European Union and includes any relevant implementing measure in that Relevant Member State and the expression “2010 PD Amending
Directive” means Directive 2010/73/EU.

      Each underwriter has represented and agreed that:

      • it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or
        inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000
        (“FSMA”)) received by it in connection with the issue or sale of the notes in circumstances in which Section 21(1) of the FSMA does
        not apply to us; and

      • it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the notes
        in, from or otherwise involving the United Kingdom.

      Each underwriter has represented and agreed that:

      • it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any notes other than (i) to “professional
        investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or
        (ii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32)
        of Hong Kong or which do not constitute an offer or invitation to the public within the meaning of that Ordinance; and

      • it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue,
        whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the notes, which is directed at, or the
        contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws
        of Hong Kong) other than with respect to notes which are or are intended to be disposed of only to persons outside Hong Kong or
        only to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

      The notes have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the Financial
Instruments and Exchange Law) and each underwriter has agreed that it will not offer or sell any notes, directly or indirectly, in Japan or to, or
for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other
entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except
pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange
Law and any other applicable laws, regulations and ministerial guidelines of Japan.

      This prospectus supplement has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this
prospectus supplement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the
notes may not be circulated or distributed, nor may the notes be offered or sold, or be made the subject of an invitation for subscription or
purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities

                                                                        S-35
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and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance
with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other
applicable provision of the SFA.

      Where the notes are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an
accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals,
each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments
and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’
rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the notes under Section 275
except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in
accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of
law.

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                                                           VALIDITY OF NOTES

     The validity of the notes offered hereby will be passed upon for us by Gibson, Dunn & Crutcher LLP, New York, New York. Davis
Polk & Wardwell LLP, New York, New York is advising the underwriters in connection with the offering of the notes.

                                                                  EXPERTS

      The consolidated financial statements of Moody’s Corporation as of December 31, 2011 and 2010, and for each of the years in the
three-year period ended December 31, 2011, and management’s assessment of the effectiveness of Moody’s Corporation’s internal control over
financial reporting as of December 31, 2011 have been incorporated herein and in the registration statement by reference in reliance upon the
report of KPMG LLP, independent registered public accounting firm, incorporated by reference herein and upon the authority of said firm as
experts in accounting and auditing.

                                            WHERE YOU CAN FIND MORE INFORMATION

      We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may inspect without charge any
documents filed by us at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain copies of all or
any part of these materials from the SEC upon the payment of certain fees prescribed by the SEC. Please call the SEC at 1-800-SEC-0330 for
further information on the Public Reference Room. The SEC also maintains an Internet site that contains reports, proxy and information
statements and other information regarding issuers that file electronically with the SEC. Our filings with the SEC are available to the public
through the SEC’s website at http://www.sec.gov .

                                                                     S-37
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                                  MOODY’S CORPORATION
                                                          Debt Securities

      Moody’s Corporation, from time to time, may offer to sell, issue and sell senior or subordinated debt securities.

      We may offer and sell these debt securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a
continuous or delayed basis.

       This prospectus describes some of the general terms that may apply to these debt securities. The specific terms of any debt securities to be
offered will be described in a supplement to this prospectus. The prospectus supplement may also add, update or change information contained
in this prospectus. You should read this prospectus and the applicable prospectus supplement, as well as the documents incorporated and
deemed to be incorporated by reference in this prospectus, carefully before you make your investment decision.

    THIS PROSPECTUS MAY NOT BE USED TO SELL SECURITIES UNLESS ACCOMPANIED BY A PROSPECTUS
SUPPLEMENT.


      Investing in our debt securities involves risks. You should carefully read and consider the information
referred to under the heading “ Risk Factors ” on page 2 of this prospectus.
     Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.


                                                       Prospectus dated August 2, 2010
Table of Contents

                                                         TABLE OF CONTENTS

                                                                                                                                    Page
About This Prospectus                                                                                                                   ii
Where You Can Find More Information                                                                                                     ii
Incorporation of Certain Documents By Reference                                                                                         ii
Disclosure Regarding Forward-Looking Statements                                                                                        iii
Moody’s Corporation                                                                                                                     1
Risk Factors                                                                                                                            2
Use of Proceeds                                                                                                                         2
Ratio of Earnings to Fixed Charges                                                                                                      3
Description of Debt Securities                                                                                                          4
Plan of Distribution                                                                                                                    7
Legal Matters                                                                                                                           9
Experts                                                                                                                                 9

      In this prospectus, except as otherwise indicated, the “Company”, “Moody’s”, “we”, “our”, and “us” refer to Moody’s Corporation and its
subsidiaries.

                                                                      i
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                                                         ABOUT THIS PROSPECTUS

      This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or the SEC,
using a “shelf” registration process. Under this shelf process, we may from time to time sell debt securities in one or more offerings.

     This prospectus provides you with a general description of the debt securities that we may offer. Each time we sell debt securities, we will
provide a prospectus supplement that contains specific information about the terms of that offering. The prospectus supplement may also add
information to this prospectus or update or change information in this prospectus. If there is any inconsistency between the information in this
prospectus and any prospectus supplement, you should rely on the information in the prospectus supplement. You should read carefully this
prospectus and any prospectus supplement together with the additional information described under the headings “Where You Can Find More
Information” and “Incorporation of Certain Documents by Reference.”

                                             WHERE YOU CAN FIND MORE INFORMATION

      We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may inspect without charge any
documents filed by us at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain copies of all or
any part of these materials from the SEC upon the payment of certain fees prescribed by the SEC. Please call the SEC at 1-800-SEC-0330 for
further information on the Public Reference Room. The SEC also maintains an Internet site that contains reports, proxy and information
statements and other information regarding issuers that file electronically with the SEC. Our filings with the SEC are available to the public
through the SEC’s website at http://www.sec.gov.

      We have filed with the SEC a registration statement on Form S-3 relating to the debt securities covered by this prospectus. This
prospectus is part of the registration statement and does not contain all the information in the registration statement. You will find additional
information about us in the registration statement. Any statement made in this prospectus concerning a contract or other document of ours is
not necessarily complete, and you should read the documents that are filed as exhibits to the registration statement or otherwise filed with the
SEC for a more complete understanding of the document or matter. Each such statement is qualified in all respects by reference to the
document to which it refers. You may inspect without charge a copy of the registration statement at the SEC’s Public Reference Room in
Washington D.C., as well as through the SEC’s website.

                                   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

       The SEC allows us to “incorporate by reference” documents we file with the SEC into this prospectus, which means that we can disclose
important information to you by referring you to those documents. The information incorporated by reference is considered part of this
prospectus. Any statement in this prospectus or incorporated by reference into this prospectus shall be automatically modified or superseded for
purposes of this prospectus to the extent that a statement contained herein or in a subsequently filed document that is incorporated by reference
in this prospectus modifies or supersedes such prior statement. Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this prospectus.

     We incorporate by reference into this prospectus the documents listed below and all documents we subsequently file with the SEC
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, prior to the
completion of the offering of all debt securities covered by the respective prospectus supplement (other than, in each case, documents or
information deemed to have been furnished and not “filed” in accordance with SEC rules):
        •    our Annual Report on Form 10-K for the year ended December 31, 2009 filed on March 1, 2010, including portions of our
             Definitive Proxy Statement on Schedule 14A filed on March 11, 2010, to the extent specifically incorporated by reference into
             such Annual Report on Form 10–K;

                                                                         ii
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        •    our Quarterly Report on Form 10-Q for the period ended March 31, 2010 filed on May 7, 2010;
        •    our Quarterly Report on Form 10-Q for the period ended June 30, 2010 filed on August 2, 2010; and
        •    our Current Report on Form 8-K filed on April 26, 2010.

      You may request a copy of these filings, at no cost, by writing or telephoning us at:

                                                            Moody’s Corporation
                                                 7 World Trade Center at 250 Greenwich Street
                                                         New York, New York 10007
                                                         Attention: Investor Relations
                                                          Telephone: (212) 553-0300

       You should rely only on the information contained in, or incorporated by reference into, this prospectus, any accompanying prospectus
supplement or any free writing prospectus filed by us with the SEC and any information about the terms of debt securities conveyed to you by
us, our underwriters or agents. We have not authorized anyone else to provide you with different or additional information. We are not offering
to sell or soliciting any offer to buy any securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the
information in this prospectus, any accompanying prospectus supplement, any free writing prospectus or in any document incorporated by
reference is accurate as of any date other than the date on the front cover of the applicable document.

                                   DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

      Certain statements contained in this prospectus, any prospectus supplement and the documents incorporated by reference herein or therein
are forward-looking statements and are based on future expectations, plans and prospects for our business and operations that involve a number
of risks and uncertainties. Such statements involve estimates, projections, goals, forecasts, assumptions and uncertainties that could cause
actual results or outcomes to differ materially from those contemplated, expressed, projected, anticipated or implied in the forward-looking
statements. Those statements appear at various places throughout this prospectus, any prospectus supplement and the documents incorporated
by reference herein or therein, including in the sections containing the words “believe”, “expect”, “anticipate”, “intend”, “plan”, “will”,
“predict”, “potential”, “continue”, “strategy”, “aspire”, “target”, “forecast”, “project”, “estimate”, “should”, “could”, “may” and similar
expressions or words and variations thereof relating to our views on future events, trends and contingencies. Investors are cautioned not to
place undue reliance on these forward-looking statements. The forward-looking statements and other information speak only as of the date on
the front cover of the applicable document, and we undertake no obligation (nor do we intend) to publicly supplement, update or revise such
statements on a going-forward basis, whether as a result of subsequent developments, changed expectations or otherwise. In connection with
the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we are identifying examples of factors, risks and
uncertainties that could cause actual results to differ, perhaps materially, from those indicated by these forward-looking statements. Those
factors, risks and uncertainties include, but are not limited to:
        •    the current world-wide credit market disruptions and economic slowdown, which is affecting and could continue to affect the
             volume of debt and other securities issued in domestic and/or global capital markets;
        •    other matters that could affect the volume of debt and other securities issued in domestic and/or global capital markets, including
             credit quality concerns, changes in interest rates and other volatility in the financial markets;
        •    the uncertain effectiveness and possible collateral consequences of U.S. and foreign government initiatives to respond to the
             economic slowdown;

                                                                        iii
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        •    concerns in the marketplace affecting our credibility or otherwise affecting market perceptions of the integrity or utility of
             independent agency ratings;
        •    the introduction of competing products or technologies by other companies;
        •    pricing pressure from competitors and/or customers;
        •    the impact of regulation as a nationally recognized statistical rating organization, or an NRSRO, and the potential for new U.S.,
             state and local legislation and regulations, including provisions in the recently enacted Dodd-Frank Wall Street Reform and
             Consumer Protection Act and anticipated regulations resulting from that law;
        •    the potential for increased competition and regulation in foreign jurisdictions;
        •    exposure to litigation related to our rating opinions, as well as any other litigation to which we may be subject from time to time;
        •    provisions in the Dodd-Frank legislation modifying pleading and liability standards applicable to credit rating agencies in a manner
             adverse to rating agencies;
        •    the possible loss of key employees;
        •    failures or malfunctions of our operations and infrastructure;
        •    the outcome of any review by controlling tax authorities of our global tax planning initiatives;
        •    the outcome of those Legacy Tax Matters (as defined in the documents incorporated by reference herein) and legal contingencies
             that relate to us, our predecessors and affiliated companies for which we have assumed portions of the financial responsibility;
        •    our ability to successfully integrate acquired businesses; and
        •    a decline in the demand for credit risk management tools by financial institutions.

The foregoing factors, risks and uncertainties as well as other risks and uncertainties that could cause Moody’s actual results to differ materially
from those contemplated, expressed, projected, anticipated or implied in the forward-looking statements are described in greater detail under
“Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2009 and in our Quarterly
Reports on Form 10-Q for the quarterly periods ended March 31, 2010 and June 30, 2010, in any accompanying prospectus supplement and in
other filings made by the Company from time to time with the SEC or in materials incorporated herein or therein. Investors are cautioned that
the occurrence of any of these factors, risks and uncertainties may cause our actual results to differ materially from those contemplated,
expressed, projected, anticipated or implied in the forward-looking statements, which could have a material and adverse effect on our business,
results of operations and financial condition. New factors may emerge from time to time, and it is not possible for us to predict new factors, nor
can we assess the potential effect of any new factors on us.

                                                                         iv
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                                                         MOODY’S CORPORATION

     Moody’s is a provider of (i) credit ratings, (ii) credit and economic related research, data and analytical tools, (iii) risk management
software and (iv) quantitative credit risk measures, credit portfolio management solutions and training services. In 2007 and prior years,
Moody’s operated in two reportable segments: Moody’s Investors Service, or MIS, and Moody’s KMV. Beginning in January 2008, Moody’s
segments were changed to reflect the business reorganization announced in August 2007 and Moody’s now reports in two new reportable
segments: MIS and Moody’s Analytics, or MA. As a result of this reorganization, the rating agency remains in the MIS operating segment and
several ratings business lines have been realigned. All of Moody’s other non-rating commercial activities are included within the new MA
segment.

      MIS, the credit rating agency, publishes credit ratings on a wide range of debt obligations and the entities that issue such obligations in
markets worldwide, including various corporate and governmental obligations, structured finance securities and commercial paper programs.
Revenue is derived from the originators and issuers of such transactions who use MIS ratings to support the distribution of their debt issues to
investors. MIS provides ratings in more than 110 countries. Ratings are disseminated via press releases to the public through a variety of print
and electronic media, including the Internet and real-time information systems widely used by securities traders and investors. As of
December 31, 2009, MIS had ratings relationships with approximately 12,000 corporate issuers and approximately 25,000 public finance
issuers. Additionally, the Company has rated and currently monitors ratings on approximately 106,000 structured finance obligations
(representing approximately 16,000 transactions).

       The MA segment develops a wide range of products and services that support the credit risk management activities of institutional
participants in global financial markets. Within its Research, Data and Analytics business, MA distributes investor-oriented research and data
developed by MIS as part of its ratings process, including in-depth research on major debt issuers, industry studies, commentary on topical
credit related events and also provides economic research and credit data and analytical tools such as quantitative credit risk scores. Within its
Risk Management Software business, MA provides both economic and regulatory capital risk management software and implementation
services. Within its professional services business it provides quantitative credit risk measures, credit portfolio management solutions and
training services. As of December 31, 2009, MA customers represented more than 4,800 institutions worldwide operating in approximately 115
countries. Throughout 2009, Moody’s research website was accessed by 174,000 individuals and by users representing 29,000 client
relationships.

       We operated as part of the former Dun and Bradstreet Company, or Old D&B, until September 30, 2000, when Old D&B separated into
two publicly traded companies – Moody’s Corporation and the New D&B Corporation, or New D&B (the “2000 Distribution”). At that time,
Old D&B distributed to its shareholders shares of New D&B stock. New D&B comprised the business of Old D&B’s Dun & Bradstreet
operating company. The remaining business of Old D&B consisted solely of the business of providing ratings and related research and credit
risk management services and was renamed Moody’s Corporation. For purposes of governing certain ongoing relationships between us and
New D&B after the 2000 Distribution and to provide for an orderly transition, we and New D&B entered into various agreements including a
distribution agreement, tax allocation agreement and employee benefits agreement.

      Our principal executive offices are located at 7 World Trade Center at 250 Greenwich Street, New York, New York 10007, and our
telephone number is (212) 553-0300. Our internet address is www.moodys.com . Information on our website does not constitute part of this
prospectus and should not be relied upon in connection with making any investment decision with respect to the securities offered by this
prospectus.

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                                                                 RISK FACTORS

       An investment in our debt securities involves significant risks. Before purchasing any debt securities, you should carefully consider and
evaluate all of the information included and incorporated by reference or deemed to be incorporated by reference in this prospectus or the
applicable prospectus supplement, including the risk factors incorporated by reference herein from our Annual Report on Form 10-K for the
fiscal year ended December 31, 2009 and our Quarterly Reports on Form 10-Q for the periods ended March 31, 2010 and June 30, 2010, as
updated by annual, quarterly and other reports and documents we file with the SEC after the date of this prospectus and that are incorporated by
reference herein or in the applicable prospectus supplement. Our business, results of operations or financial condition could be adversely
affected by any of these risks or by additional risks and uncertainties not currently known to us or that we currently consider immaterial.

                                                               USE OF PROCEEDS

      Except as may be otherwise set forth in the applicable prospectus supplement accompanying this prospectus, the net proceeds from the
sale of debt securities will be used for general corporate purposes, including:
        •    working capital;
        •    capital expenditures;
        •    acquisitions of or investments in businesses or assets;
        •    redemption and repayment of short-term or long-term borrowings; and
        •    purchases of our common stock under our ongoing stock repurchase program.

      Pending application of the net proceeds from the sale of debt securities, we may invest the net proceeds in short-term investments.

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                                                RATIO OF EARNINGS TO FIXED CHARGES

      The following table sets forth our consolidated ratio of earnings to fixed charges for the periods indicated.

                                                                    Six months
                                                                  ended June 30,                     Years Ended December 31,
                                                                       2010          2009         2008          2007          2006       2005
Ratio of earnings to fixed charges (1)                                10.2            10.2          8.6          14.2          52.6        34.2

(1)   For the purpose of calculating the ratio of earnings to fixed charges, earnings represent income before income taxes and non-controlling
      interests plus fixed charges and amortization of capitalized interest expense, less capitalized interest. Fixed charges are the sum of
      interest on borrowings and one-third of rental expense, which represents our estimate of the interest component of rental expense.
      Additionally, fixed charges include interest expense (income), net related to unrecognized tax benefits. As of the date of this prospectus,
      we had no preferred stock outstanding.

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                                                     DESCRIPTION OF DEBT SECURITIES

     We may offer unsecured debt securities which may be senior or subordinated. Unless otherwise specified in the applicable prospectus
supplement, our debt securities will be issued in one or more series under an indenture to be entered into between us and Wells Fargo Bank,
National Association, as trustee. The indenture is filed as an exhibit to the registration statement of which this prospectus forms a part.

      The following description briefly sets forth certain general terms and provisions of the debt securities. The particular terms of the debt
securities offered by any prospectus supplement and the extent, if any, to which these general provisions may apply to the debt securities, will
be described in the related prospectus supplement. Accordingly, for a description of the terms of a particular issue of debt securities, reference
must be made to both the applicable prospectus supplement and the following description.

Debt Securities
      The aggregate principal amount of debt securities that may be issued under the indenture is unlimited. The debt securities may be issued
in one or more series as may be authorized from time to time. Reference is made to the applicable prospectus supplement for the following
terms of the debt securities (if applicable):
        •    title and aggregate principal amount;
        •    whether the debt securities are subject to subordination and applicable subordination provisions, if any;
        •    percentage or percentages of principal amount at which such debt securities will be issued;
        •    issuance date;
        •    maturity date(s);
        •    interest rate(s) or the method for determining the interest rate(s);
        •    dates on which interest will accrue or the method for determining dates on which interest will accrue and dates on which interest
             will be payable;
        •    whether interest will be payable in cash or in additional debt securities of the same series, or shall accrue and increase the
             aggregate principal amount outstanding of such series (including if the debt securities were originally issued at a discount);
        •    redemption or early repayment provisions;
        •    authorized denominations;
        •    form;
        •    amount of discount or premium, if any, with which such debt securities will be issued;
        •    whether such debt securities will be issued in whole or in part in the form of one or more global securities;
        •    identity of the depositary(ies) for global securities;
        •    whether a temporary security is to be issued with respect to such series and whether any interest payable prior to the issuance of
             definitive securities of the series will be credited to the account of the persons entitled thereto;
        •    the terms upon which beneficial interests in a temporary global security may be exchanged in whole or in part for beneficial
             interests in a definitive global security or for individual definitive securities;

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        •    any covenants applicable to the particular debt securities being issued;
        •    any defaults and events of default applicable to the particular debt securities being issued;
        •    currency, currencies or currency units in which the purchase price for, the principal of and any premium and any interest on such
             debt securities will be payable;
        •    securities exchange(s) on which the debt securities will be listed, if any;
        •    our obligation or right to redeem, purchase or repay debt securities under a sinking fund, amortization or analogous provision;
        •    provisions relating to covenant defeasance and legal defeasance of debt securities of the series;
        •    provisions relating to satisfaction and discharge of the indenture;
        •    provisions relating to the modification of the indenture both with and without the consent of holders of debt securities issued under
             the indenture;
        •    provisions, if any, granting special rights upon the occurrence of specified events;
        •    any restriction of transferability of the series; and
        •    additional terms not inconsistent with the provisions of the indenture.

      In addition, the applicable prospectus supplement will describe whether any underwriter will act as a market maker for the debt securities,
and the extent to which a secondary market for the debt securities is or is not expected to develop.

General
      The debt securities may consist of debentures, notes, bonds or other types of indebtedness. One or more series of debt securities may be
sold at a substantial discount below its stated principal amount, bearing no interest or interest at a rate which at the time of issuance is below
market rates. One or more series of debt securities may be variable rate debt securities that may be exchanged for fixed rate debt securities.

      United States federal income tax consequences and special considerations, if any, applicable to any such series will be described in the
applicable prospectus supplement.

       Debt securities may be issued where the amount of principal and/or interest payable is determined by reference to one or more currency
or other indices or other formulas. Holders of such debt securities may receive a principal amount or a payment of interest that is greater than or
less than the amount of principal or interest otherwise payable on such dates, depending upon the value of the applicable currency or other
reference factor. Information as to the methods for determining the amount of principal or interest, if any, payable on any date, the currency or
other reference factor to which the amount payable on such date is linked and certain United States federal income tax considerations will be
set forth in the applicable prospectus supplement.

     The term “debt securities” includes debt securities denominated in U.S. dollars or, if specified in the applicable prospectus supplement, in
any other freely transferable currency or currency unit.

      We expect most debt securities to be issued in fully registered form without coupons and in denominations of $1,000 and any integral
multiples thereof. Subject to the limitations provided in the indenture and in the applicable prospectus supplement, debt securities that are
issued in registered form may be transferred or exchanged at the corporate office of the trustee or the principal corporate trust office of the
trustee, without the payment of any service charge, other than any tax or other governmental charge payable in connection therewith.

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Global Securities
      The debt securities of a series may be issued in whole or in part in the form of one or more global securities that will be deposited with, or
on behalf of, a depositary identified in the applicable prospectus supplement. Global securities will be issued in registered form and in either
temporary or definitive form. Unless and until it is exchanged in whole or in part for the individual debt securities, a global security may not be
transferred except as a whole by the depositary for such global security to a nominee of such depositary or by a nominee of such depositary to
such depositary or another nominee of such depositary or by such depositary or any such nominee to a successor of such depositary or a
nominee of such successor. The specific terms of the depositary arrangement with respect to any debt securities of a series and the rights of and
limitations upon owners of beneficial interests in a global security will be described in the applicable prospectus supplement.

Governing Law
      The indenture and the debt securities shall be construed in accordance with and governed by the laws of the State of New York.

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                                                              PLAN OF DISTRIBUTION

        We may sell any series of debt securities being offered hereby in one or more of the following ways from time to time:
         •    to underwriters or dealers for resale to the public or to institutional investors;
         •    directly to institutional investors;
         •    directly to a limited number of purchasers or to a single purchaser;
         •    through agents to the public or to institutional investors; or
         •    through a combination of any of these methods of sale.

      The prospectus supplement with respect to each series of debt securities will state the terms of the offering of the debt securities,
including:
         •    the offering terms, including the name or names of any underwriters, dealers or agents;
         •    the purchase price of the securities and the net proceeds to be received by us from the sale;
         •    any underwriting discounts or agency fees and other items constituting underwriters’ or agents’ compensation;
         •    any public offering price;
         •    any discounts or concessions allowed or reallowed or paid to dealers; and
         •    any securities exchange on which the securities may be listed.

     If we use underwriters or dealers in the sale, the debt securities will be acquired by the underwriters or dealers for their own account and
may be resold from time to time in one or more transactions, including:
         •    privately negotiated transactions;
         •    at a fixed public offering price or prices, which may be changed;
         •    at prices related to prevailing market prices; or
         •    at negotiated prices.

        Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to
time.

      If underwriters are used in the sale of any debt securities, the debt securities may be offered either to the public through underwriting
syndicates represented by managing underwriters, or directly by underwriters. Generally, the underwriters’ obligations to purchase the debt
securities will be subject to certain conditions precedent. The underwriters will be obligated to purchase all of the debt securities if they
purchase any of the debt securities.

      If indicated in an applicable prospectus supplement, we may sell the debt securities through agents from time to time. The applicable
prospectus supplement will name any agent involved in the offer or sale of the debt securities and any commissions paid to them. Generally,
any agent will be acting on a best efforts basis for the period of its appointment. We may authorize underwriters, dealers or agents to solicit
offers by certain purchasers to purchase debt securities at the public offering price set forth in the applicable prospectus supplement pursuant to
delayed delivery contracts providing for payment and delivery on a specified date in the future. The delayed

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delivery contracts will be subject only to those conditions set forth in the applicable prospectus supplement, and the applicable prospectus
supplement will set forth any commissions paid for solicitation of these delayed delivery contracts.

     Offered debt securities may also be offered and sold, if so indicated in the applicable prospectus supplement, in connection with a
remarketing upon their purchase, in accordance with a redemption or repayment pursuant to their terms, or otherwise, by one or more
remarketing firms, acting as principals for their own accounts or as agents for us. Any remarketing firm will be identified and the terms of its
agreements, if any, and its compensation will be described in the applicable prospectus supplement.

       Agents, underwriters and other third parties described above may be entitled to indemnification by us against certain civil liabilities under
the Securities Act of 1933, as amended, or to contribution with respect to payments which the agents or underwriters may be required to make
in respect thereof. Agents, underwriters and such other third parties may be customers of, engage in transactions with, or perform services for
us in the ordinary course of business.

     Each series of debt securities will be a new issue of debt securities and will have no established trading market. The debt securities may
or may not be listed on a national securities exchange. Any underwriters to whom debt securities are sold by us for public offering and sale may
make a market in the debt securities, but such underwriters will not be obligated to do so and may discontinue any market making at any time
without notice.

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                                                            LEGAL MATTERS

      The validity of the debt securities being offered by this prospectus will be passed upon by Skadden, Arps, Slate, Meagher & Flom LLP,
New York, New York. In connection with particular offerings of the debt securities in the future, and unless otherwise indicated in the
applicable prospectus supplement, the validity of those debt securities will be passed upon for us by Skadden, Arps, Slate, Meagher & Flom
LLP, New York, New York. Additional legal matters may be passed upon for us by Skadden, Arps, Slate, Meagher & Flom LLP, New York,
New York, and for any underwriters, dealers or agents by counsel that we will name in the applicable prospectus supplement.

                                                                 EXPERTS

      The consolidated financial statements of Moody’s Corporation as of and for the years ended December 31, 2009 and 2008 appearing in
Moody’s Corporation’s Annual Report on Form 10-K for the year ended December 31, 2009, and management’s assessment of the
effectiveness of Moody’s Corporation’s internal control over financial reporting as of December 31, 2009 have been incorporated herein by
reference in reliance upon the report of KPMG LLP incorporated by reference herein and upon the authority of such firm as experts in
accounting and auditing.

     The financial statements for the year ended December 31, 2007 incorporated in this prospectus by reference to the Annual Report on
Form 10-K for the year ended December 31, 2009 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an
independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

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